Transformers: Return Of The Primes
by KiloWhiskeyOscar
Summary: Two years have passed since the loss of Optimus Prime, and now Rodimus Prime finds himself increasingly burdened by the pressures of leadership. But now his resolve will be put to the test when an ancient evil known as The Fallen attempts to escape his imprisonment and return to the physical universe. All hope could be lost, unless a legendary hero returns to face the darkness.
1. Prologue & The Return

Disclaimer: As we get started, I have some things I have to make clear. One, this is my third and final Transformers story. Second, it will feature story elements from Season 3 along with new characters.

So with that said, let's get this party started. Of course, I don't own the rights to Transformers.

* * *

_Prologue_

_In the beginning, the universe was in its infancy. It was also the battleground between Primus and Unicron. Their near ceaseless conflict threw the universe in chaos. Newly formed worlds were utterly annihilated. Stars exploded into supernovas which decimated systems. In the end, Primus would see the damage his conflict with Unicron cause upon the universe and thus, he made the ultimate sacrifice. Primus would imprison himself and his dark brother so that the universe would flourish again. But when Unciron returned with a new metallic form, Primus knew he could not simply renew the hostilities. So, Primus created a group of unique beings who much like Unicron, could shift and change their forms at will. In lore, they would become the Thirteen Original Primes._

_Armed with the pure knowledge and shifting abilities of their creator, the Thirteen took the fight to Unicron. The battle was as ferocious as one could possibly imagine and for a time, it appeared that the Thirteen would succeed in defeating the Chaos Bringer. But then, the unthinkable happened; the Thirteen would be betrayed by one of their own. Siding with Unicron, the betrayer murdered his brethren one by one before he himself was defeated by the one surviving Prime. Unicron would ultimately depart to the far reaches of the universe, but the damage was done._

_For his part in aiding the Chaos Bringer and the deaths of his brethren, the great betrayer was stripped of his name and title. Then the last surviving child of Primus would cast him into a shapeless limbo of darkness. It would be decreed from that moment on, the great betrayer would forever be known as… The Fallen._

_Countless millennia passed and the battle of Unicron and Primus, the Thirteen and the Fallen were lost to myth and legend. The universe would go on, evolve… transform. The prison that Primus created for himself and of himself would become the metallic world known as Cybertron. Upon this young world, a new species of autonomous robotic organisms would be born. The first civilization would be the Quintessons, but they would eventually be cast out by their own creations. For a time, there was peace but as before, conflict would reemerge._

_Cybertron would be plunged into a Great War between the peaceful Autobots and the ruthless Decepticons. Over time, countless leaders of the Autobots would fall and Decepticon victory would be all but assured. Until one day, when a single Autobot stepped forth to lead his brethren. He would prove himself a brave and cunning warrior with a confidence that, to many, would seem to border on arrogance. None could deny his will to fight and to win. He would prove himself a hero and would be presented the Matrix of Leadership. But then one day, he would mysteriously vanish from the face of Cybertron. His name was Sentinel Prime._

_The Matrix itself would remain on Cybertron, to be held by the last of the Thirteen until another would rise to claim it. As for Sentinel Prime, his whereabouts to this day remain unknown._

* * *

TRANFORMERS  
RETURN OF THE PRIMES

Chapter I

Location: Sol System  
Orbiting Mars

The _Solaris_, a human designed deep space ship, steadied its approach toward the infamous red planet that neighbored Earth. Inside of the ship was Jessica Morgan, an attractive 29 year old astrophysicist with NASA. She was busy at the helm, keeping the _Solaris_ level and at the same time, monitoring the life signs of her colleague, Gregory Swafford. At 34 years old, Gregory was a man in his prime and an ambitious scientist. At the moment, Gregory was outside the _Solaris_ admiring the vista of Mars below the ship. It was an obvious distraction from the general reason behind the ship's presence. Jessica remained slightly focused on the mission and worked on the main console.

"NASA Mission Control, this is _Solaris_. Come in, over?"

"_Solaris, this is NASA Mission Control, you transmission is a bit garble but we read you. What's your situation?"_

"We've approached the designated coordinates. So far, there's no sign of the source of that distress beacon." Jessica reported. "How should we proceed, over?"

"_Maintain your position and report any forthcoming findings. Mission Control out."_

"_Jess, what's the word from Mission Control?"_ Gregory asked from outside the Solaris.

"We've got orders to maintain position until we find something." Jessica said.

"_Seems like a waste of good time,"_ Gregory stated. _"Why don't you come and join me; got a hell of a view of Mars from up here."_

"Can I take a rain check," Jessica chuckled. "I'm in the middle of this thing called _work_."

"_You're a damn workaholic. Would it kill you to at least snap a few pictures?"_ Gregory quipped.

"Wait a minute; I'm picking up something on the long range sensors," Jessica was getting a blip on the on board radar, and it seemed to be coming from the other side of the planet. "It might be the source of the beacon. Gregory, head back inside and we'll go check it out."

"You don't want to alert Mission Control?" Gregory asked.

"By the time we do that, it might be too late and we could lose the signal." Jessica stated.

Gregory saw no reason to argue, especially since he only now had about 15 minutes of oxygen left. He headed back into the _Solaris_ as Jessica was preparing the ship. The radar blip was still present, so they had time. There was still the question of what could be sending out a distress beacon this deep into space, and Jessica reasoned it had to be marooned ship. Gregory had eventually joined her in the flight deck, carrying his helmet under his right arm. He was actually quite handsome except for a scar on his left cheek. Women dig scars, he often told Jessica, who was just now getting the engines on line. The _Solaris_ shuttered a bit before the engines started and then the _Solaris_ started off toward the far end of Mars. It would most likely take a few hours to reach their destination, but the hope remained that they would reach the beacon source before it disappeared entirely.

* * *

As it turned out, the detour took a shade longer than expected. But the beacon source was still present when the _Solaris_ reached the other side of Mars. Jessica checked and rechecked the radar, which indicated that the signal was close by. Gregory cut out the engine so the _Solaris_ would drift forward but just out of reach the gravitational pull of Mars. The source of the distress beacon was getting closer by the minute and would like be right on top of the _Solaris_ if Jessica or Gregory happened to miss it. They managed to spot it beforehand and were suddenly in absolute awe. The source of the beacon was another ship, larger than the _Solaris_, but also crudely and hastily built. But even more surprising was the fact that ship was not of human design. Gregory had taken notice of several hull breaches, but that was likely due to the ship crude design. Even if there were someone inside the ship, the lack of breathable oxygen coupled with the vacuum and sub-zero temperatures would make it impossible to survive.

"This is definitely not one of ours." Gregory said.

"Agreed," Jessica said. "What do you want to do?"

"The only way a distress beacon could emanate from a marooned ship is if it was automated," Gregory stated. "I want to go aboard, see if anything can be salvaged and if possible, look for survivors."

"Somehow, I doubt there are survivors. This ship looks like it's been here a long time," Jessica said. "How'd it even get here in the first place?"

"Only one way to find out! I'm going to suit up." Gregory said and started back to the prep room.

"You be careful, alright," Jessica said. "I'll be monitoring your heart rate from here."

"Yes, ma'am." Gregory quipped on his way out.

After ten minutes of getting his suit on, Gregory disembarked from the _Solaris_ and hovered over toward the marooned ship. From his vantage point just above, he could make a number of hull breaches that by all accounts, weren't nature by any stretch. Clearly, the ship was constructed in a hurry, and whoever constructed it did a poor job of it. Traversing the hull, Gregory came across a large breach. It was just wide enough for him to slip through without damaging his suit. There was no gravity, making it at least a little bit easier to maneuver around the ship. Gregory still had to avoid overshooting his movement, making sure he wouldn't go flying out of the ship as quickly as he entered.

"Okay, I'm inside the ship and moving forward." he said.

"Anything of note in there?" Jessica asked from the _Solaris_.

"Outside of the unusually large hull breaches, no," Gregory said and kept moving. "I'm heading for the main deck; might be some answers in there."

"Turn on your onboard camera so I can get a picture. You've got about 90 minutes worth of your oxygen supply. Make it fast." Jessica ordered.

Gregory moved forward toward what he could only was the corridor leading to the flight deck. At least it was an assumption. Otherwise, Gregory might as well have been moving toward an airlock if the ship had one. Moving onward, Gregory peaked out the various hull breaches and caught more that his fair share of vistas of space. On hole showed a view of Mars while another showed the _Solaris_ nearby. Another hole exposed the Sun thousands of miles away. While he was enjoying the view, Gregory had to focus and move on toward the flight deck.

Forty-five minutes inside the ship, and Gregory was starting to think he was going in circles. Maybe it was because the ship was so large that he might've gotten lost inside. Which was a bad notion as Gregory checked his oxygen levels, noticing that they were halfway depleted. He might still have had time but the ship seemed to go on forever. But then Gregory found himself inside a wide open area, too big to check everything around him. Aside from a select few streaks of flickering light, the area was too dark to see. Gregory turned the light on his onboard camera. Then…

"_Gregory, you okay in there?"_

"Jesus Christ, Jess. You nearly gave me a heart attack." Gregory snapped.

"_Sorry. Where are you right now? I can barely see anything through your camera."_ Jessica responded.

"I'm in a dark room; it's huge. It might be the flight deck but I'm not sure," Gregory said. "I'm going to see if I can find a working console, figure out how the ship got to this system."

"_Hurry up then. You've got about thirty-eight minutes of oxygen left."_ Jessica stated.

"Great, no pressure," Gregory quipped and went to move deeper into the room when he suddenly stopped. "Wait a minute, I see something."

"_What?"_

"I don't know," Gregory moved forward toward whatever it was he saw up head of him. It didn't look like any part of the ship he'd seen yet, but there was a faint gleam that suggested it was metallic. Then Gregory's eyes widened in utter astonishment. "Jess, you're not going to believe this. I think I just found a hand."

"_That's not funny, Greg."_ Jessica chastised her partner.

"It wasn't meant to be funny." Gregory stated and floated up.

It was a hand, a giant metal hand. An entire arm actually. Gregory floated further up and to his left and started to make out more of what he saw. The arm was attached to a metallic torso, with two huge legs at the bottom. The body was a mangle mess of steel, had a faded red, silver and blue color to it and was in a seated position on a massive chair. Gregory moved further until he was at the very top of the body before he found the head. It was slumped over to one side and bore a faded blue helmet with and a pair of antenna. There was an indication that the face was covered by a mask, but it was clearly exposed now. The eyes of the corpse were completely darkened, thus conforming it was completely inert.

Gregory couldn't deny what he was staring at when he called back to the _Solaris_. "Jessica, please tell me you're seeing this."

"_Oh my God, it can't be," _Jessica mused from the _Solaris_. _"That's… Greg, that's Optimus Prime."_

Gregory was speechless as he was staring at the inert body of Optimus Prime. He found himself closing his eyes, and he experienced a flashback. It was a day years ago that Gregory could never forget…

* * *

_((Ten years earlier:_

_Gregory Swafford was only 24 years old, but an ambition and enthusiastic scientist with dreams of changing the way people could live. He wasn't going to allow a bunch of alien robots to change things for him. He harbored no ill will toward the Transformers, but he preferred to handle his business his way. He wanted to change the world, and no Autobot or Decepticon would get in his way. But that all changed…_

_The Decepticons had attacked a research facility in which Gregory was employed at the time. Naturally, the Autobots intervened and in the ensuing carnage, Optimus Prime confronted his nemesis Megatron in one of the labs. Gregory himself was inside the lab as the two leaders fought it out, watching them pound on each other repeatedly while he hid behind the main computer. Optimus was forced back, too close to the computer where Gregory hid._

"_Why do you keep fighting, Prime," Megatron bellowed. "Why even waste your time protecting these filthy humans?"_

_Optimus quickly kicked Megatron back against the wall where he landed with a heavy clang. "The humans of this world have every right to live. That is something you simply fail to understand."_

"_I've heard this all before. If you love your precious humans so much, then you will die with them." Megatron shouted and raised his fusion cannon._

_Optimus Prime acted faster than Megatron could pull the trigger and the Autobot leader tackled his counterpart down to the floor. The momentum caused Megatron to fire his cannon up at the ceiling and created a gaping hole. Chucks of debris began falling to the floor, some of it pelting Optimus and Megatron as they wrestled on the floor. Gregory had to move out of the way of the debris and tried to make a break for the nearby exit. A large chuck of the ceiling fell right in front of him, blocking the exit. Optimus had taken notice of the human's predicament and Megatron took advantage, kicking Optimus off of him and into the main computer. The computer immediately blew apart in a shower of sparks and one of those spark caught Gregory a bit across his face. While Optimus was incapacitated, Megatron stalked the wounded human._

"_Disgusting," he growled before aiming his cannon down at Gregory. "Well, at least there'll be one less insect to worry about."_

_Gregory looked up at the hulking machine, holding the left side of his face and saw the violet light coming out of the barrel of the cannon. At the last second, Optimus Prime again intervened and threw Megatron as hard as he could right through the far wall. Megatron outside the facility, where a handful of Autobots and Decepticons were fighting for control. Optimus Prime emerged from the building with his laser rifle in hand. Megatron brought up his cannon while Optimus raised his rifle and they came to a stalemate._

"_This facility is under the protection of the Autobots, Megatron," Optimus declared. "Leave now."_

_Megatron knew he was beaten, especially since the Autobots were gaining the advantage over the Decepticons. "You'll see us again, Optimus Prime. This I promise you. Decepticons: fall back!"_

_The Decepticons followed Megatron's lead, although Starscream was reluctant to retreat. When Optimus was joined at his side by Ironhide though, the Seeker rocketed away after the rest of his allies. "Another time, Autobots." he shouted as he jetted away._

"_We should go after 'em, Optimus." Ironhide said._

"_Let them go, Ironhide," said Optimus Prime. "Our priority at the moment is assisting the humans. Have the Protectobots see to it. You, Ultra Magnus and Ratchet take the rest of the Autobots and secure the parameter."_

_Ironhide nodded and rushed off while Optimus Prime stared in the direction the Decepticon had gone. He heard a grunting sound behind and saw the human scientist tumbling out of the hole Megatron had create. Optimus Prime knelt down to see to the human, holding out his hand. The human dropped to his knees, holding the side of his face and he looked up at the Autobot leader. Instead of feeling some sense of relief, the human was angry and back away. Optimus was nonplussed by the reaction and kept his composer._

"_Are you alright, doctor?" Optimus gently asked._

_Gregory stared almost incredulously at the robot and bellow, "Am I alright? Does this look alright," he pointed at the new burn on his face. "Look at my face, you idiot! Take a damn good look; this is on you," Gregory then pointed at the facility and everything around it. "All of this is on you, Optimus Prime."_

"_I understand your frustration, doctor, but I need you to calm yourself," Optimus Prime said, remaining ever calm and focused. "If you could tell me what you were doing here that drew the attention of the Decepticons, the Autobots can…"_

"_Can what? Steal my experiments for yourselves," Gregory shouted out. "Why should I even attempt to explain it to the likes of you?"_

"_It is imperative that I know what Megatron was after. It may be the only way to prevent another attack." Optimus stated._

_Gregory was more that reluctant to explain before he said, "We __**were**__, Key Word: Were,__working on a prototype heat-resistant alloy for the NASA shuttles. But now, the research is gone because you destroyed my computer. That was five years of pain-staking research, GONE in five minutes, because of you and your ridiculous conflict. It'll take five more years to reconstruct the formula."_

_Optimus Prime didn't attempt to argue; He let the human vent, and then replied, "I am sorry, doctor."_

"_My name is Gregory Swafford, and I don't need or want you apology. Just, stay the hell away from me." Gregory stormed off._

_Optimus Prime rose to his feet and allowed the human to go on his way, clearly to search for human assistance. Looking at the devastation wrought by the Decepticons, Optimus could understand Gregory's anger. But he also lamented that in some way, he was just as responsible. Still, he would harbor no ill will toward the human Gregory Swafford, instead hoping he would be able to move on from this incident.))_

* * *

_"Greg? Greg, are you listening?"_

"What," Gregory said aloud. "Jessica, yeah, yeah I'm still here. What'd you say?"

"_I was talking about bringing the body back to Earth."_ Jessica stated.

"Back to Earth? Why," Gregory said. "These machines have caused nothing but endless misery for years."

Silence came about before Jessica responded, _"Look, I know about your dislike of the Transformers, especially Optimus Prime, but the Autobots deserve to know that their deceased leader was found."_

"Jessica, bringing the body of a dead Autobot back to Earth is a colossal waste of time," Gregory explained with some mark exasperation. "And, there are questions that are going to be asked. For one; how'd did Optimus Prime get here in the first place. We shouldn't even bother at all."

"_Maybe, but it's still the right of the Autobots to deal with this as they see fit,"_ Jessica stated. _"I'm making the call right now; we're taking the body back to Earth and we're handing it over to the Autobots. End of story."_

Gregory was now even more exasperated at being essentially overruled by Jessica. But obviously, her mind was made up, and she didn't harbor any anger toward the Autobots, not like Gregory. Gregory leered at the lifeless husk of Optimus Prime, feeling as if it was staring back at him. He'd had ten years to grow up and move on from that incident and thought he'd gotten over it. But to encounter Optimus Prime, a dead Optimus Prime but Optimus nonetheless, brought Gregory back to a bad place. He didn't like that bad place. Through all of this, Gregory was still haunted by that one very important question; how did Optimus Prime make it back to the Sol System if he was already dead? More importantly; was Optimus Prime ever really dead at all?

* * *

Author's note: That's it for the Prologue and Chapter I, with several key players already introduced including The Fallen, who will be one of the central antagonists. He'll be nothing like Michael Bay's Fallen.

Gregory Swafford and Jessica Morgan also debut and before you ask, since I'm doing this story my way, the Hate Plague will not be featured, but it might well be referenced.

And, where does Sentinel Prime fit in all this? Only way to find out is to read and review, but keep the speculation to a minimum please.


	2. Ghosts Of the Past

Disclaimer: Ah, the first of many reviews and from my favorite reader. I got a feeling there's more to come. So, here's the next chapter. Enjoy and have a Happy 4th of July.

* * *

Chapter II

Location: Outside Cybertronian Space

Three Days Earlier

The maiden voyage of the _Ark II_, the Autobot's newest deep space shuttle, should've been a smooth ride from Cybertron to Velocitron and back again. That was until the Decepticons attacked with their own starship, the _Revenge_. The chase was on as the _Revenge_ pursued the _Ark II_ across the cosmos away from Cybertronian Space. The _Ark II_ was at a considerable tactical disadvantage because of its lack of weapons and could really only rely on speed. That didn't stop the _Revenge_ from taking a series of potshots on the _Ark II_. One shot rocked the smaller ship and sent it yawing right, and it took the crew with it.

Among the crew of the _Ark II_ were Rodimus Prime, Ultra Magnus, Kup and Arcee. Daniel and Spike Witwicky were along for the ride. This was in particular to be the last space adventure for the now 17 year old and college bound Daniel, much to his chagrin. But now with the Decepticons on the attack, Daniel might not make it to college. That was just one more thing on the mind of Rodimus Prime, who lately had been under a lot of pressure from all fronts. Right now, his front running concern was piloting the _Ark II_ as another hit rocked the shuttle.

"We can never catch a break, can we?" Rodimus said.

"Nope, not since we stopped Galvatron from sacking Paradron," Ultra Magnus stated. "Well almost anyway. If we survive this, Rodimus, you might want to consider apologizing to Sandstorm for that offhand comment."

"Yeah, put that on my ever growing to-do list. Let's just focus on outrunning the Decepticons." Rodimus said.

The _Ark II_ continued its attempt to outrun the _Revenge_ as the warship fired on the shuttle. They traversed farther and farther into space and as it turned out were approaching an asteroid field. The _Ark II _had also exhausted all but one of its countermeasures, and Rodimus Prime quickly activated it to send a rain of flares out. The next volley from the _Revenge_ struck the flares and exploded on impact, creating a shockwave that rocked the _Ark II_ and damaged its starboard thruster. The _Ark II_ listed further to it right and then the _Revenge_ fired another volley of missiles and this time, the missile struck the hull of the shuttle.

Fire began billowing from the hull of the Ark II as continued to list right and then another, final volley of missile struck. The resulting explosion flashed a bright light into the surrounding galaxy, and a shockwave rocked the _Revenge_. The Decepticon crew scanned the area and the resultant debris left behind by the Ark II and found no trace of the Autobots. Mindwipe, one of the newest Decepticon troops and a sadistic hypnotist, finished the scan and turned over to the impatiently pacing Galvatron.

"I detect no energon signatures amid the wreckage, Galvatron," said Mindwipe. I believe we can assume that the Autobots have been eradicated."

"Spare me the assumptions, Mindwipe. The Autobots are much more resourceful than you'd expect. And, I've seen this trick before," Galvatron said while walking toward the helm. "They're not dead yet."

"Um, not to call your authority into question, Galvatron," said the beleaguered Barricade, who over the stellar-cycles had his lost left arm replaced with an ion blaster barrel. His right optic was replaced with a steel patch. "But I don't see how the Autobots could survive that."

Sitting next to Barricade was another new Decepticon recruit, the gung-ho but perpetually inaccurate Misfire. "Good one, Barricade. It's a wonder you can _see_ anything at all."

"Says the 'Con that couldn't hit a target if it was smack-dab in front of him and had a sign that read: INSERT LASER BLAST HERE." Barricade countered.

"Hey, my aim's getting better." Misfire countered.

"Will you two shut up, please," said Slugslinger, another new recruit. "Everyone knows Misfire's a bad shot."

"SHUT UP," Galvatron shouted, silencing the useless banter. "Mindwipe, scan for any ion trails leading away from the wreckage. Cyclonus and Scourge, you two are with me. And, Sixshot, keep these idiots in line."

The hulking form of Sixshot sauntered into the bridge. The right side of his face was visibly scarred. "No problem. Hopefully, they won't give me a reason to shoot them."

* * *

A single object floated through the asteroid field in a control manner. It was a lifeboat with barely enough room to accommodate four Autobots and two humans. Ultra Magnus would've been credited for his quick thinking to use the Ark II as a decoy while the Autobots escaped in the life boat and into the asteroid field. Rodimus Prime would not have thought of it given his recent string of ordeals as of late. But he and Ultra Magnus could agree on one thing; Galvatron wasn't going to fall for the same trick twice.

"How long will it be before Galvatron sees through the charade?" Arcee asked.

"Knowing Galvatron, he's seen through it already," Rodimus Prime stated. "Which means we've got to find a spot to set down for quick repairs."

"What about me and Daniel," Spike asked. "What do we do once the air in the lifeboat runs out?"

"Well, you've got the option or suffocation or smothering!" Rodimus deadpanned.

"Not funny!" Daniel said.

"Who's laughing?" Rodimus said back.

"Hang on," Kup called out. "I'm picking up a faint signature a few clicks ahead of us. It might be another ship; maybe the Junkions doing some salvage."

"I wouldn't put it passed them, but out here?" Arcee asked.

"It's more than we had before. Let's go." Rodimus Prime said.

The travel through the asteroid field took about as long as expected. The oxygen inside the lifeboat was very slowly dwindling, forcing Spike and Daniel to limit their movement as much as possible. Kup and Rodimus Prime piloted the life boat as slowly through the field as they could while Ultra Magnus and Arcee monitored the short and long range sensors for any sign of pursuit from the Decepticons. So far, there was no sign of the Revenge anyway. That wasn't to imply Galvatron had given up pursuit. That had Rodimus Prime a bit more worried about his and he crew's chances.

But then the signature Kup had detected earlier was showing up on the radar screen. A blip appeared and judging from the size, it was large enough to indicate a large vessel in the vicinity. Maybe it really was the Junkions out on a salvage run, but Rodimus was a little more suspicious. Two scenarios played out in his mind. One; it was the Decepticons setting up an ambush, or two; it was the Quintessons out for payback. Either way, Rodimus Prime didn't like it. Eventually, the lifeboat came within visual range of the object. Then everyone on the lifeboat suddenly froze up in shock, Rodimus Prime most of all.

"By Primus, you've got to be kidding me." he murmured.

"Isn't that…" Daniel started to speak before Kup interrupted.

"Yeah, it is," he said. "The mausoleum we launched from Cybertron after we beat Unicron. I hoped we'd never see that thing again."

"Optimus is buried there, isn't he?" Daniel said.

"Yeah," Rodimus Prime said and looked to Kup. "Okay, Kup, let's take it in nice and slow."

The tiny lifeboat hovered toward the hulking black mausoleum that housed the many husks of the Autobots who had died in the Great War, including that of Optimus Prime. Rodimus agreed with Kup; he too was hoping to never set optics on the mausoleum again. No one was more deeply affected by the death of Optimus than Rodimus, who more often than not wondered if really deserved to lead the Autobots. Lately, he'd been questioning himself but now was not the time. He and Kup piloted the lifeboat into the superstructure of the mausoleum. Up ahead was a massive door with the Autobot insignia emblazoned on it and the lifeboat stopped in front of it.

A blue light shot out from the door and washed over the lifeboat, as if scanning the tiny vessel. The Autobots and their human passengers were wary of what might happen before the beam vanished. The giant door split down the center and opened. Still wary, Rodimus and Kup flew the lifeboat into the mausoleum. Daniel and Spike look out through the canopy and the at the coal black walls, all of which appeared as lifeless as Cybertron or the head of Unicron. Instead of a feeling of reverence like what was once felt in the Hall of Records, there was that feeling of dread. It was like they were trespassing on hallowed ground.

Eventually, Rodimus Prime and Kup set the lifeboat down and the giant door closed behind the lifeboat. Arcee checked the readout and to her surprise, there appeared to be breathable oxygen, if a bit stale. The Autobots and the two humans disembarked from the lifeboat although the Autobots had their weapons deployed. The entire mausoleum felt… wrong. Up ahead of the group was some sort of gaseous substance akin to a curtain or a veil.

"What is this?" Daniel asked.

"We call it the Veil of Remembrance," Kup explained. "Beyond it lie the husks of all the Autobots we lost in the war. At least the ones we recovered anyway. Ironhide, Prowl, Ratchet, Mirage, Huffer… it's too many to count."

"It's said that this mausoleum is also the resting the final resting place for the Thirteen Original Primes," Ultra Magnus added. "Names like Vector Prime, Solus Prime, and Nexus Prime as well as the Primes that held the Matrix."

"Like Optimus…" Daniel concluded.

Rodimus Prime didn't speak a word as he gazed around the veil. He noticed something on the far wall and went to check it out while the other Autobots looked around with the humans. He knelt down by the wall and examined some sort of smear stretching out of the veil and touched it with his fingers, tracing them across it. Removing his finger, Rodimus examined his fingers and visualized remnants of the smear on them. By his count, the smear was at least three decca-cycles old, but that didn't explain why it was stretching out of the veil.

Then while gazing back at the veil, Rodimus had a brief flashback of something, or someone, exiting the veil. They were hurt badly, bleeding and perhaps unsure of their surroundings. Was someone alive from inside the veil trying to escape? Rodimus knew he needed to find out and started moving toward the veil. Amid the confusion that gathered among the Autobots, Rodimus vanished into the veil. Ultra Magnus and Kup exchanged confused looks while Arcee, Spike and Daniel followed Rodimus inside. When they reached the other, Rodimus Prime was standing still.

"Rodimus, what're you doing?" Arcee asked.

"There's someone alive in here." Rodimus Prime stated as Ultra Magnus and Kup came through the veil.

"Alive," Arcee repeated. "How do you even know that?"

"Remember that feeling I got when we first heard about Unicron? It's not something you'd forget." Rodimus explained.

"What's going on?" Ultra Magnus asked.

"Rodimus thinks that somebody might be alive and moving." Arcee explained. Then Rodimus started walking forward.

Ultra Magnus rushed over and grabbed Rodimus by his arm. "Rodimus, stop and think. This is a mausoleum. This is where we buried our brethren. There's no way…"

"Someone is alive, Magnus. I'm sure of it," Rodimus said and pulled his arm free. "I… I have to see it," he said to a bemused Ultra Magnus. "I've got to be sure."

Rodimus Prime moved further into the mausoleum with most of the group following him. Only Ultra Magnus was reluctant to follow since he noticed, had been noticing, that Rodimus Prime was extremely out of sorts of late. The reason was clear as day; Rodimus still blamed himself for Optimus Prime's death. There seemed to be no convincing him otherwise, so Ultra Magnus followed the group.

The corridor they were in was considerably dark with only a stream of floor lighting to illuminate the way. That, in retrospect, did nothing to stem the apprehension of the group. Strangely enough, Rodimus Prime appeared to be the only one not spooked by the darkness. It had been about two stellar-cycles since the Autobots had launched the mausoleum after the battle with Unicron. It stood to reason that the mausoleum may have simply lost power and went adrift. But the mausoleum itself was largely automated, and that didn't explain that smear on the wall leading _out_ of the Veil of Remembrance.

Rodimus Prime was saw focused that he barely heard Spike make an offhand comment about how he preferred the outside of the mausoleum over the inside. Come to think of it, Rodimus had to agree. As the group went deeper into the mausoleum, they found themselves entering some sort of wide open space. It was still too dark to see anything so Rodimus searched around for a switch to light the area, eventually finding a single lever positioned down. He pushed it as hard as he could until it snapped into an upward position and within moments, the lights came on one at a time. Utter shock gripped the group when it became clear that they entered a tomb of sorts. The walls were lined with a series of die-cast constructed coffins all standing up.

"I'll be damned…" Spike said in awe.

"Welcome to the final resting place of our greatest heroes." Kup stated.

"Somehow, I don't feel all that welcomed." Spike said before he lost sight of Daniel.

Daniel was just further up and stopping at each coffin, reading the names. "Ironhide… Ratchet… Mirage… Huffer… Hound…" Every coffin he passed produced a holographic image of the occupant. Then Daniel stopped short of a coffin and called out, "Dad, come here."

Spike rushed over to his son and noticed that the coffin appeared to be opened… from the inside. "What the hell…" The commotion brought the Autobots over.

"Prowl was buried here." Daniel said once he noticed the nameplate. The holographic image was severely degraded.

"To my knowledge, he should still be buried here," Ultra Magnus stated. "Something's not right."

"Agreed," Rodimus Prime said. "Kup and Magnus, you two head for the main control center with Spike and Daniel. Try to find a video log of what happened here. Arcee, you're with me."

"Where are we going, Rodimus," Arcee worriedly asked, but Rodimus was already heading off and forcing Arcee to follow him. She turned back to Magnus and Kup and said, "We'll catch up with you guys later." Then she kept going.

"What's with Rodimus," Daniel asked. "He doesn't seem like himself."

"I wish I knew, Daniel," Ultra Magnus said. "C'mon, let's go check out the main control center."

* * *

Galvatron, Cyclonus and Scourge launched out from the underside hatch of the Revenge and rocketed into the asteroid field. They followed the steadily fading ion trail left behind by whatever the Autobots used to escape. Thanks to the careful tracking of Mindwipe, it was crystal clear that the Autobots went directly into the field. It seemed a foolish and all around desperate tactic to Galvatron, who for the past two stellar-cycles had thought of nothing by tearing Rodimus Prime's Spark out of him. Then maybe he'd do the same to Cyclonus for tricking him into going to Torkulon, although he did come out a little less insane in the end. But now he put that incident out of his mind and focused on finding the Autobots.

The problem was that the deeper Galvatron and his entourage went into the field, the denser the field seemed to get. Frustrated, Galvatron assumed proto form just before landing on a large asteroid. Cyclonus and Scourge assumed proto form but remained in flight while Galvatron surveyed the scene. Galvatron hardly cared if they were airborne or not. He wanted Rodimus Prime's head mounted in his chamber on Charr. The ion trail was almost completely faded and Galvatron contacted Mindwipe on the Revenge.

"Mindwipe, the trail is almost gone. Are you certain that the Autobots escaped in the direction I face?" Galvatron inquired.

"_I am as certain as Misfire is painfully inaccurate,"_ Mindwipe stated. _"I have also managed to detect another vessel deeper within the field, and it is of Autobot origin."_

"I might be a stronghold or a weapons platform," Cyclonus surmised. "It would be wise to fall back and return with reinforcements, Galvatron."

"The last time you made such suggestion, Cyclonus, I nearly lost my mind on that pathetic web world," Galvatron angrily pointed out. "No, I want the Spark of Rodimus Prime in my hands."

"I wonder if we can even trust Mindwipe," Scourge added. "I mean, we liberated him from Torkulon. He might be as mad as…" Scourge shut his mouth once he noticed Galvatron glaring at him.

Then without warning, Galvatron fired a shot of his particle cannon at a passing asteroid. The impact blew the space rock apart and the pieces struck other passing space rock. Galvatron frantically fired at anything that crossed his vision as it moved, each time blowing the target apart. Cyclonus and Scourge took cover behind a single stationary rock as Galvatron continue his manic round of target practice. Then as quickly as it began, it ended and as Cyclonus and Scourge emerged from hiding, Galvatron grasp Scourge by the neck.

"Is there anything else you'd like say, Scourge?" Galvatron snarled.

Scourge struggled to speak and managed to utter the word, "No!"

Galvatron released his grip and said, "That's what I thought. Now, move out. We have Autobots to hunt."

With that, Galvatron assumed alt form and rocket into the field. Scourge gathered himself before assuming alt form and followed. Cyclonus would be the last to follow but he suddenly stopped short. His attempts to transform resulted in some kind of stall out. Then he began to convulse and fell to the rock where Galvatron stood earlier. He continued seizing, knowing exactly what, and who, was causing it. In his head, Cyclonus could hear the raspy chuckling of a long dead Decepticon that Galvatron had destroyed in the previous stellar-cycles.

"Starscream." he muttered.

"_Oh, my dear Cyclonus! You didn't think I'd forgotten about our little partnership, did you?"_ Starscream said, speaking seemingly from everywhere and nowhere.

"Leave my body, traitor, or so help me, I'll destroy us both." Cyclonus threatened. "I'll toss myself into a dying star, whatever it takes to be rid of your wretched Spark."

"_You've tried, Cyclonus. And, you've failed. You forget that I can control your motor functions at will, whenever I choose,"_ Starscream stated and punctuated his point by forcing Cyclonus to raise his gun to his head. _"I could make you pull that trigger right here and now and I can freely move on to the next unfortunate host. But we've still got a lot of work to do together. My new body is almost complete; I only need a few more components."_

"I… will not… help you." Cyclonus struggled to say.

"_You don't have a choice,"_ Starscream said and forced Cyclonus face first into the rocky surface of the asteroid. _"I'll leave to follow Galvatron's lead for now, but don't dare forget my new body takes priority. "Oh and, try to stay alive because I really like you, Cyclonus; __**you're no good to me dead**__."_

Then Starscream was silent and Cyclonus wondered for the umpteenth time if the former Seeker was gone for good. If past experience was any indication, the answer was an emphatic "NO." Reasoning now that he was falling behind of Galvatron and Scourge, Cyclonus transformed, this time successfully, and rocketed after his leader. The Autobots were waiting to be eradicated.

* * *

Author's note: Just to clarify for those of you who get seriously confused with the timeline and all that, this chapter is set **three days earlier** before the events of the first chapter. It will be continued next chapter.

There are some things I want to point out, such as this chapter taking elements from various Season 3 episodes and introducing Mindwipe and Misfire prior to becoming Headmasters and Targetmasters respectively. That won't happen in this story. It's my last Transformers story, guys!

It looks like Starscream is up to his old trick again, and he's using Cyclonus to serve his purpose. (Starscream's Ghost)

There's also mention of Sandstorm and he will be appearing in this story along with others.

There's mention of Paradron (Fight Or Flee) and Torkulon (Web World) and the steady burden hardest to bear for Rodimus Prime that is a significant plot point.

And, Daniel's going to college. Hopefully, he won't have to deal with a lunatic teacher or a psychotic Pretender. Actually, that's not a half-bad idea. The Pretender, not the lunatic teacher.

The mausoleum seems a bit less welcoming here, doesn't it? Especially when you consider that one of the many deceased Autobots is missing? Food for thought? Tell me what you think.


	3. Back From the Dead

Disclaimer: Oh, don't go dark on me with the reviews again. I only just started. I don't own… oh, you already know!

* * *

Chapter III

As they traversed deeper into the mausoleum, Rodimus Prime and Arcee felt as though they were being followed and not by their own shadows. There was that bitterly cold chill about the mausoleum that had both of them questioning their own sanity, but it was really Arcee questioning Rodimus. He really hadn't been himself for a while, and it probably had a lot to do with just being inside the very place where Optimus Prime was resting in peace. Or was he? After seeing the coffin of Prowl apparently broken from the inside, Rodimus Prime's psyche was indeed questionable at best. As Arcee contemplated, Rodimus suddenly picked up the pace and forced her to keep up.

They'd eventually entered a dim lit area, but one whose design likely matched the rest of the mausoleum. Except, it had a slightly more ornate look and feel to it. There was another series of coffins like before, but there were also a series of busts on ornate pedestals in the image of various mechanical being in front of the coffins. That alone was more than enough to suggest that buried in this chamber were the Cybertronians who'd carried the mantle of a Prime. Some Rodimus Prime recognized from his trips into the Matrix, including Prima, Nova Prime, Guardian Prime and Zeta Prime. There was another pedestal that was missing a bust, and Rodimus racked his head on who the mystery Prime was. He obviously preceded Optimus Prime, but Rodimus couldn't put his finger on the identity of the missing Prime.

Rodimus stopped short once he found the bust of Optimus Prime and he flashed back to the key moments that led to his ascension to Prime…

_(("I've gotta help Optimus.  
"Get out of the way, Hotrod."  
"Fall, Fall!"  
Optimus, I'm so sorry. Please forgive me."  
Arise, Rodimus Prime."))_

Rodimus snapped back to reality amid the concern of Arcee. "Rodimus, are you okay."

"It's my fault, Arcee," Rodimus finally said. "Optimus would still be alive if I hadn't… _I _killed him."

"Rodimus, look at me," Arcee whispered, to which Rodimus barely even glanced at her blue optics. "You did everything you could to help. Optimus would've done the same."

"I should've stayed out of that fight." Rodimus snapped.

"Listen to me, damn it…" Arcee snapped back. "There's no way you could've known it would turn out like it did, and you have no right to feel guilty."

"Well, I do," Rodimus said and pressed his fingers to his chest. "I don't deserve to hold the Matrix," he said before opening his chassis and removing the Matrix of Leadership. "Maybe it's better that the Matrix is left with its true owner, because it isn't me."

Arcee stopped Rodimus and said, "So, you're going to throw away everything Optimus fought and died for? That's not the Rodimus Prime I know. That sure as the Pit isn't the Hotrod I know."

"You of all Autobots should know that I stopped being Hotrod the microsecond I touched the Matrix," Rodimus argued. "It was all just a random event, a twist of fate."

"I remember an Autobot who never backed down from anything in his life. I remember when that same Autobot destroyed Unicron and I remember when he defeated the Quintessons, and saved Cybertron twice," Arcee explained. "You tell me this, Rodimus Prime; what do you think Optimus Prime would do were he in your position?"

"I…" Rodimus stammered at the question, gazing at the bust of his deceased predecessor, friend and in some ways, almost a father figure. "I don't know, Arcee." Then he moved around to the side of the coffin. He put his hand on the lid.

Arcee stepped forward and asked, "What are you doing, Rodimus?"

"I've got to be sure of something," Rodimus said even as Arcee tried to stop him. "Please, Arcee. I need to do this."

Arcee obviously knee Rodimus better than anyone and stepped aside. Rodimus returned his gaze at the coffin that he believed had to hold the body of Optimus Prime. He was admittedly reluctant to disturbed the resting place of his predecessor, but something in his Spark told him it was the only way. Rodimus pushed forward on the lid, which barely budged at first. Arcee though about helping Rodimus, but she knew Rodimus well enough to know this was something he needed to do alone. Rodimus pushed even harder and the lid began to move inch by inch. A tiny crease was starting to form between the lid and the coffin before Rodimus made one final push. The lid slid off to the side and hit the floor was a loud, metallic clang. Rodimus gathered himself from the effort but the moment he looked into the coffin, he backed off in utter astonishment.

"Oh no, it can't be…" he whispered.

Arcee found herself sharing the exact same expression of shock. "Rodimus, the body… It's not here."

"No, no, no," Rodimus said in denial. "He _was _buried here, Arcee. I saw it myself. Where is he?"

* * *

It wasn't too long before Ultra Magnus, Kup, Spike and Daniel found their way to the main control center. It was a large area with several controls panels on either side, one panel at the center and was dimly lit by a few ceiling lights. Since it was a mausoleum, most of the systems were large automated. No one was meant to pilot it. Ultra Magnus headed over toward the front console and started working on it while Kup checked the left side console with Spike and Daniel. The two humans still were getting that feeling that they were being watched from the shadows before Kup got the lights working. Ultra Magnus in turn managed to get a screen on the front console working, though all he got was a screen full of static and white noise.

"This console's a bit dated but I should be able to contact Cybertron, assuming somebody's listening anyway." Magnus said.

"I think I found the controls for the security feed," Kup stated and within the next moment, a series of monitors came on line showing various area of the mausoleum. One of the areas was where Rodimus and Arcee were located. "Looks like I found Arcee and Rodimus."

"Can you communicate with them?" Magnus asked.

"I can try." Kup started closely examining the console for a means of contacting Rodimus and Arcee.

While the two Autobots handled their tasks, with the humans trying to assist, no one noticed faint movement in the darkest corner of the area. The figure inched his way out of the shadows, display a hint that suggested he was mechanical. But he was also badly hurt, his mind was racing and he felt as if he'd awoken from a horrible dream. He watched the intruders, unable to determine who they were or what they wanted. Then he saw the little organic creatures with the machines and his memory flashed back to a world much unlike his own. Organics everywhere… Humans. They were humans and he was among those who protected them. Autobots… He was, used to be an Autobot. The machines he was seeing were Autobots. He didn't make a move yet, but stayed put and listened to the large red and blue Autobot.

"This is Ultra Magnus calling any Autobots currently stationed on Cybertron; I'm uploading the following coordinates. Send assistance for immediate evacuation." He said and turned to the other Autobot. "Kup, any luck getting through to Arcee and Rodimus?"

"Almost… Got it," Kup said in triumph. "Arcee, Rodimus, can you hear me?"

"_Barely; where are you?"_ said Arcee.

"We're in the main control center. Ultra Magnus is trying to call for assistance. Where's Rodimus?" Kup said.

"_I'm here."_ came the oddly solemn voice of Rodimus Prime.

"Everything okay, lad?" Kup began to sense that something was very wrong. "Rodimus?"

"_He's not here,"_ Rodimus said. _"Optimus is gone."_

"We've been over this, lad." Kup stated.

"_No, I'm mean his body is missing. Optimus Prime's body is missing. He's gone."_ Rodimus clarified as best he could.

Optimus? He knew that name… Optimus Prime. The figure fidgeted about in his hiding spot. Then he started to move out of the shadow. The lights showed the mixed visage of a white body riddled with burn marks all over. A gaping hole was visible on the left pectoral area as the figure moved toward Kup. Daniel saw the figure and reacted loudly, just enough for Ultra Magnus to take notice. Quickly, Magnus full on tackled the figure down just moment Kup was even aware. The two bodies hit the floor with a heavy thud before Magnus pinned the figure. He was about to put the figure down when recognized him… Prowl.

Before Magnus could react, Prowl threw the larger Autobot off of him and ran off out of the control center. Kup then attempted to stop the suddenly manic former Autobot only for Prowl to plow right through him and knock him down. Kup fell to the floor and watched Prowl escaped out of the control center, nearly trampling Spike and Daniel along the way. Ultra Magnus helped Kup up before they went after Prowl. On the way, Magnus quickly contacted Rodimus Prime.

"Rodimus, you're not going to believe," he said. "We found Prowl. He's alive; don't ask how but he's alive."

"_You're right; I __**don't**__ believe it. Where are you now?" _Rodimus Prime asked.

"We're chasing Prowl down the same corridor we came through," Ultra Magnus said as he and Kup rounded a corner. "We're going to try to catch and help him, and then we'll meet you back at the lifeboat."

"Look out!" Kup shouted when he tackled Magnus down when Prowl took a shot at them with his still active acid-pellet gun.

At the same time, Prowl hurt himself when the gun blew back on him and melted some if his already damaged armor. He took off again as Magnus shouted, "Stay on him; he's confused."

"What was your first clue?" Kup snapped.

Prowl just kept running, trying to escape, but he no idea where he was going or where he going to go. His mind was still racing at too frenetic a pace to think clearly. All he knew at the moment was to escape. His attempt was hampered by the myriad of grievous injuries he'd suffered long ago. How long was it? He could scarcely recall the last moments of what was his life. He was on a ship with others like him when they were attacked and killed by invaders. They were also like him, but ruthless and calculating, taking no prisoners. Then everything went dark. It was too much for him to take and tumbled to the floor. That was when he took notice of his surroundings and the vertical coffins. The names… he started to recall the Autobots who served with him. The ones who died in battle with him. Ultra Magnus, Kup, Spike and Daniel eventually arrived and found Prowl down on his hands and knees. Prowl reacted by aiming his now depleted acid-pellet gun at Magnus and backing up until his back was against one of the coffins. He looked back at the broken out part and realized it was his own coffin.

That was when Ultra Magnus stepped forward, slowly, and knelt beside the broken and confused Autobot. "Prowl, it's okay. We're all here."

Confused as he was, the memories began flooding back to Prowl. "Ultra… Magnus. Can't… remember."

"It's okay. We're going to get you out of here." Ultra Magnus said.

"_Magnus, come in!"_ came the voice of Rodimus.

"Magnus here! What's the problem, Rodimus?"

"_We're at the entrance but we're pinned down by the Decepticons,"_ Rodimus said frantically. _"They just destroyed the lifeboat and Arcee's been wounded."_

"We're on our way," Ultra Magnus said just as Prowl again rushed off. "Prowl!"

"What else can go wrong?" Kup rhetorically asked.

* * *

Rodimus Prime didn't think things could possibly get any worse for him, and that changed once the Decepticons showed up and blasted the lifeboat. Arcee had been shot in the leg but was at least still able to fire from cover at the Decepticons. There were three of them and unfortunately, Galvatron was one of them. Cyclonus and Scourge were attempting to take flight and flank the two Autobots, but Rodimus usually stopped them from using that advantage. Galvatron was another story since he was content to stay grounded and focus on a full frontal assault. The latest shot he'd taken blew the far wall apart right behind Rodimus. When that didn't draw out the Autobot, Galvatron went for the direct approach and deployed his sword.

"Rodimus, get out here and face me!" Galvatron shouted.

Rodimus was reluctant, not because of some level of apprehension but because he didn't want to leave Arcee behind. He knew he could until Ultra Magnus and Kup showed. Then the most outright bizarre thing happened when out of the Veil of Remembrance came, not Ultra Magnus or Kup but the battered and heavily wounded Prowl. Without pause, Prowl lunged at the nearest Decepticon he spotted, who just happened to by Cyclonus. Cyclonus took a potshot at Prowl but that didn't him. Prowl pulled Cyclonus down to his level and wailed on him furiously before throwing him into the wall. Scourge then tried to take a few shot at the manic Autobot before Prowl picked up Cyclonus and tossed him into the Sweep.

In the meantime, Ultra Magnus, Kup, Spike and Daniel emerged from the Veil of Remembrance and regrouped with Rodimus Prime and Arcee. "You two mind explaining what in the Pit is going on?" Rodimus asked.

"Even if we told you in detail, you still wouldn't believe us," Kup exclaimed. "Let's just say Prowl woke up in a very bad mood."

"Arcee, are you still us?" Rodimus asked Arcee.

"It's not bad, but a quick exit would be nice." Arcee suggested.

While the Autobots were trying to regroup, Prowl was still on the manic warpath as he beat the circuits out of the Cyclonus and Scourge one at a time. Even Galvatron was stunned by the action of an Autobot he thought to be dead. Then Prowl turned his attention to Galvatron himself, and Galvatron refocused. After a brief moment of hesitation, Prowl charged right at Galvatron. Galvatron aimed his cannon and fired a few shots, striking Prowl in his right shoulder and again in his left leg. The latter shot sent Prowl to the floor but he rose back up and continued his advance on Galvatron, who stood shocked at the turn of events. With the same reckless abandon, Prowl charged headlong at Galvatron and was then suddenly stopped in his track. Galvatron had run Prowl through with his sword and pulled him close so they were face to face.

"Didn't I kill you already?" Galvatron snarled.

Prowl glared back and muttered, "Megatron!" The he felt the blade leave his body and he fell to the floor.

"It's Galvatron! Now, Rodimus Prime, I think you and I have a score to settle." Galvatron was suddenly rocked by a blast to his shoulder.

Rodimus Prime was front and center with his rifle and an arm blade deployed. "You want me, Galvatron? Here I am."

"Took you long enough to stop running," Galvatron said. "I can only imagine what Optimus would if think if he saw you now. At least now, you'll be buried with him."

That set Rodimus Prime off enough to full on charge Galvatron and fire his rifle. Galvatron rolled to the side and fired back, missing Rodimus and striking the wall behind. A tiny spark landed near the Veil of Remembrance, causing a miniscule flame to form. Rodimus deployed another arm blade as he closed the distance between himself and Galvatron. Galvatron block the first melee attack with his sword before forcing Rodimus back. He missed a quick swipe while Rodimus similarly missed an overhead slash.

They went back and forth with series of slashes and swipe, none of which hit their mark in anyway. After two long stellar-cycles of conflict, Rodimus Prime and Galvatron knew each other too well. Amid their clash, the Veil slowly began to catch fire and then came an explosion. Everyone present was rocked by the blast except Rodimus and Galvatron, who were still locked in a skirmish. Another explosion rocked the mausoleum and this one threw the two leaders to the floor. Galvatron didn't care. He lunged at Rodimus and pinned him down, and then tried to drive his sword directly into his face.

Then came another and much larger explosion that sent Galvatron flying off of Rodimus. The same explosion blew the entrance doors open, creating a vacuum into space. Arcee and Ultra Magnus protected Daniel and Spike from being sucked out into space, while the Decepticons regrouped at the destroyed entrance. Rodimus Prime noticed Prowl sliding toward the entrance and lunged to grab him by the arm. He was caught in turn by Kup. Galvatron looked and realize he now had an opportunity to finish the Autobots off once and for all.

But then out of nowhere, a giant white space shuttle appeared and sent the Decepticons flying off just before hovering in front of the entrance. Knowing the shuttle was in fact Sky Lynx, Rodimus Prime looked back at the other Autobots. Kup nodded and let Rodimus go, and he and Prowl flew directly into the waiting vessel. Kup was next followed by Arcee and Daniel and finally, Ultra Magnus and Spike were the last to enter. The hatch was closed behind them and Sky Lynx took off just as the mausoleum became engulfed in flame. Galvatron still wasn't finished and fired on Sky Lynx, but the shuttle was already out of range. Naturally, this didn't sit well with Galvatron as he screamed in rage.

At the same time, Rodimus Prime looked out a view port at the deteriorating mausoleum before it finally detonated. The shockwave rocked Sky Lynx and everyone he carried onto the deck. Righting himself, Rodimus could only watch as the mausoleum burned in space. It was a beautiful sight, but that alone left Rodimus in a greater state despair than ever. The husks of every Autobot that died, including the Thirteen, were now nothing more that space debris, and Rodimus blamed himself.

"Rodimus, I was on route to Cybertron when I received that distress signal," Sky Lynx stated. "Is everyone alright?"

Ultra Magnus was the one to speak when Rodimus didn't. "We're fine, Sky Lynx, all accounted for plus one."

"Plus one," Sky Lynx wondered and motioned an on board camera around. That was when he noticed the managed body and quickly discerned its identity. "By Primus, is that Prowl? How is he even alive after so long?"

"Just get us to Earth, Sky Lynx." Rodimus Prime said.

Arcee checked on the out of breath Daniel and Spike. "You tow okay?"

Spike was barely able to catch his breath. "That's… the last time… I go into space without a helmet," Spike looked over at Daniel, who was equally out of breath. "And, that's the last you go into space, period."

"Yeah, Dad," said Daniel. "College is staring to seem like a good idea."

* * *

Floating stationary while the Autobot shuttle escaped, Galvatron was left fuming and fired his particle cannon straight up. The beam lit up everything around it and then quickly dissipated, but that was hardly enough to quell the rage Galvatron was feeling. Neither Scourge nor Cyclonus were at all eager to approach their leader and that was for good reason. Then Galvatron calmed himself and fully regain his composer for the time being.

"Next time, Rodimus. Next time, you won't be as fortunate," he mused before turning to his lieutenants. "Back to the ship." He said.

* * *

In another dimension, devoid of anything save for a swirling darkness, an entity of pure evil watched the events unfold. Once, he was one of them… one of the Thirteen Primes who were buried in the mausoleum. Then he murdered them in the service of Unicron, only to imprisoned in a realm of darkness. He felt nothing as he watched the mausoleum fall apart, the finally resting place of the Primes gone in the blink of an eye. But there was still one Prime left, and that Prime held the Matrix of Leadership.

"**The Matrix of Leadership; it is the last relic of Primus and the only remaining key to my escape from my prison of darkness,"** he mused to himself, his voice echoing through the darkness. **"The Quintessons failed to acquire the Covenant of Primus, but my disciple ****will not**** fail. He knows the Matrix as this new, young Prime, this Rodimus Prime never will. The Matrix will be his, the universe mine. And the descendents of Primus, these Autobots; what can they do but burn in the presence of the Fallen?"**

* * *

Author's note: Okay, admittedly this isn't my best work. But we're still in the early stages of the story so bear with me.

Let me start off by explaining the reason for, essentially bringing about the return of Prowl. There's a method to my madness but the main reason has to do with the fact that Prowl was never featured in the live-action films. Not once, and he's something of popular character. Another reason would be I like there to be a foil, a certain clash of characters in the story. Of course, we'll get to that later.

There are some elements of the episode, "Dark Awakening" in this chapter, particularly the disappearance of Optimus Prime's body and the Decepticon attack.

Finally, the final scene with the Fallen, which should be an indication of his role as the main antagonist. I swear to you, he will be nothing like Bay's version. That's it with this chapter, so what say you?


	4. A Matter Of Perspective

Disclaimer: Hm, not that many reviews so far. I won't say that's troubling but since we're still in the early goings. I still don't own the rights to Transformers, naturally.

* * *

Chapter IV

Location: Langley Research Center  
Hampton, Virginia

Three days later:

Marissa Fairborne was looking forward to some much deserve shore leave, especially after everything she and the EDC had been through. Although, she was sorely missing the action portion of her career. She wasn't used to acting as a liaison to NASA, not that she wasn't thrill to be at Langley. At least the food was respectable. Marissa wasn't the only EDC operative at Langley; William Lennox was there at her request, although he was elsewhere at the moment probably goofing off. Marissa humorously thought that was the case and she almost forgot about the video mail she was sending out.

"You know, Mom, I think you'd really like this place," she said to a woman that appeared similar to her, but older, through the video. "The rest of the team, not so much."

"_I can't say as I'm surprised. The team always did prefer a good ground battle, especially Heavy Duty,"_ said the woman. _"If I recall, you mentioned the Autobots having their own commando unit."_

"Yeah, they're called the Wreckers. I think Heavy Duty and Scarlett would get along great with Bulkhead and Airazor," Marissa exclaimed. The same could be said be Drift and Snake-Eyes. You and Roulette would be a great team as would Stratosphere and Duke. Depth Charge, well, he's the loner."

"_I can only imagine. Well, I better get back to it. Stay safe out there, Marissa."_

Marissa saluted and replied, "Yo Joe!" She never understood the meaning behind that phrase, but it seemed to work.

Just then, Major William Lennox entered the room and saluted Marissa. "Director Fairborne…"

"You don't have to keep calling me that, Will." Marissa said.

"Sorry. Old habits die hard," Lennox stated. "C'mon, you're needed on the field."

"Sounds important," Marissa said and followed Lennox out into the hall. That was when she noticed a number of Langley personnel running in random direction, almost bumping into one of them. "Care to tell me what's going on, Will?"

"I couldn't say. I was just told to bring you out onto the field." Lennox said.

"It's not a firing squad, is it?" Marissa joked.

Lennox had to laugh at the somewhat odd joke. "No ma'am, you're too pretty for that."

"I'm flattered, Will; didn't know you into girls like me." Marissa quipped, causing poor Lennox to blush.

Lennox regained his train of thought and led Marissa through the halls of the center, careful to avoid the seemingly increasing volume of personnel. Marissa could tell something was up. The Langley personnel wouldn't be in such a big scramble otherwise. But she did pick up some random chatter as she Lennox went, including word about a ship called _Solaris_. Marissa knew the ship and its lead designers, but not much else about its mission other than it involved a trip to Mars. Marissa suspected Lennox knew about as much as she did.

She'd likely find out some information at some point and followed Lennox further down the hall and eventually to the reception area. It was about as hectic as everywhere else with a number of people going every which way without stopping. Marissa then noticed a man at the reception desk studying a notepad. He wasn't that old, about somewhere in his late 20's or early 30's. But he was well dress, had short auburn hair and wore glasses. His clothes suggested he might be a high ranking person, but the strangest thing about him were his legs. It looked like he was wearing some sort of brace that rand from his waist down to his feet. Marissa deduced that he was a paraplegic when he noticed her and Lennox approaching.

"Marissa Fairborne, I presume?" he said.

"Yes…" Marissa answered, shaking the man's hand.

"I'm Chip Chase, head of R&D here at Langley. Sorry we weren't introduced earlier but I was caught in some prior engagements."

"It's not a problem. I think we're a little on edge these days," Marissa stated. "Come to think of, I might've heard your name before. As I recall, you were confined to a wheelchair."

"Yeah, I'm old friend of Spike Witwicky and I've supported the Autobots for many years. In fact, they're the reason I'm upright now," Chip stated and pointed to his leg braces. "Wheeljack and Brainstorm constructed these braces so I'd be able to walk. I'm still trying to get used to them but they work."

"They're impressive, I'll say that," Marissa said. "Maybe you can tell me what happening here. Seems like everyone's in a big hurry."

"I'm sure we'll sort it all out once we get outside," Chip stated and started walking toward the main entrance with Marissa and Lennox behind. Every step he took was accompanied by a slight mechanical whine from his leg braces. "Words reached Langley that the _Solaris_, commanded by Jessica Morgan and Gregory Swafford, had landed just recently at Nellis Air Force Base. Last I heard its cargo was being shipped here via military cargo plane."

"What sort of cargo is it?" Lennox asked.

"Not sure, but it's arriving at this facility today," Chip said. "So basically, you'll find out when I find out."

Once the trio got outside and out the main field, they saw the cargo plane already out on the tarmac. It was a Lockheed C-5 Super Galaxy, a strategic airlifter for the United States Air Force. Major Lennox had seen, and flown in, his share of C-5's in his military career before joining the EDC. Chip Chase, to date, had not. It wouldn't have been all that prudent for a then-wheelchair bound passenger on a plane that size. The plane was impressive to the militarily raised Marissa, although she somewhat preferred the Antonov An-225, the chosen alternate form of Stratosphere.

As they approached the C-5 as it was cutting the four engines, the front portion of the plane slowly began opening. Maybe it was on instinct, but Marissa and Major Lennox half-expected a horde of Decepticons, or worse, politicians, to come rushing out. Conversely, and thankfully, a group of soldiers exited the plane. Behind them was a large tarp covering something as it was rolled out of the plane. There was that slight air of confusion among Marissa, Chip and Lennox as the large and, Chip happened to notice, unusually shaped cargo rolled slowly passed. Then the three of them noticed two other people leaving the plane, neither of them in military uniform and following the soldiers and the cargo.

One of them, a man, barked orders to soldiers. "Okay, I want this cargo in my private sector as soon as possible. Let's try to make this discovery worth it," the man heard the mechanized whine of leg braces and turned to meet Chip Chase. "Dr. Chase, I'm glad you managed to make it. I was worried your wheelchair wouldn't allow it."

"Cute, Gregory," Chip said, obviously not amused. "I assume this is the cargo everyone's been talking about."

"It is, Dr. Chase," said Gregory. "I'm having it stored in Sector Seven. It's a privately own sub division within Langley."

"Owned by whom? Top men," Chip said, pulling off his best Indiana Jones quip. "I don't like being kept in the dark about things like this, Greg. I'd like to know what sort of cargo you've got here."

"With all due respect, Dr. Chase, I don't think we should discuss sensitive information with civilians." Gregory stated regarding Marissa and Lennox.

"These two aren't civilian per say," Chip stated, pointed. "This is Marissa Fairborne, Director of Earth Defense Command, and Major William Lennox of the US Military. They're more than qualified to handle to sensitive information."

"I understand that, but…" Gregory said but couldn't finish.

"Also, keep in mind that I'm still the head of Research and Development here at Langley, which means I have the final word on who learns what, when and where," Chip continued. "So, unless you'd like the President of the United States and a few dozen lawyers breathing down your neck, you'll tell me what I want to know. Does that sound reasonable?"

Before Gregory could answer, Jessica Morgan stepped forward. "I'm sorry, Dr. Chase. Gregory and I have been a little bit on edge since we landed at Nellis," Jessica glanced at Gregory briefly before continuing. "We've discussed informing you about the cargo, ultimately agreeing upon it."

"We have. My apologies for being…" Gregory said.

"A total jerk!" Lennox quipped, garnering a slightly annoyed look from Chip.

"I'll let it slide this time, Gregory. Now, how about you take us into your private sector?" he said.

Gregory nodded and took to leading the group to where the cargo was being taken. Marissa, who'd been quiet for most of the time, couldn't stop glancing at the tarp. There was something almost familiar about it, but she couldn't put her finger on it. She followed Gregory alone with Lennox, Chip and Jessica toward a large warehouse like structure situated in a corner of the facility. It lacked windows but the main door sported an upside down triangle insignia with the number 7 in the middle of it. Marissa had seen the building before when she and Lennox first arrived at Langley but neither of them saw any real point in prying. Obviously, current events changed that.

The large double doors of the warehouse began to slowly but surely open enough to allow the cargo to be transported inside. Gregory led the group inside afterwards and it was then that Marissa and Lennox took in the scope of the interior. This was also Chip's first time inside an otherwise often locked warehouse. Like he implied before; he didn't like being kept out of the loop. He also noticed a myriad of high tech machinery that looked like it all had been put together by hand. It made him wonder if other Langley personnel knew about this place. It was also another example of him being kept in the dark, a notice he sorely disliked.

Once the cargo was brought to halt near the center of the warehouse, the soldiers escorting it all took their leave in single file. Lennox looked, half admiring the troops and half intimidated by them. He then looked around, taking in the scope of the warehouse and said, "Well, this is… large."

"Well we're here, Gregory," Chip stated. "I think now would be a good time to start explaining this cargo."

Gregory looked at Jessica before the latter began speaking. "Well about a few weeks ago, NASA detected a distress beacon emanating from orbit around Mars. Gregory and I were dispatched on the Solaris to investigate."

"We found a derelict spaceship drifting across the orbit of Mars," Gregory added. "I ventured into the structure to recover any information or materials I could find."

"You obviously found something," Marissa said for the first time since meeting the two scientists. "That's some awfully big material."

"It's not material," Gregory admitted. "It is, or _was_, a life form."

"A life form! What like an alien?" Lennox concluded.

Chip was growing increasingly suspicious. "What sort of life form?"

Gregory suddenly became hesitant to speak when Jessica stated, "We believe it to be robotic in nature."

Robotic? The second she heard that, Marissa stormed to the tarp and pulled the sheet up before she slipped under it. Gregory was already too late to stop her. Under the tarp, Marissa looked up in absolute shock at the sight of a large metal hand. She immediately came back out from under the tarp, glared menacingly at Gregory and Jessica, and then proceeded to under the retrains. Gregory was unable to intervene due to both Lennox and Chip standing in his way while Marissa eventually removed the tarp. The tarp fell to the side and then the collective shock of herself, Lennox and Chip took hold. In spite of the extensively heavy damage and faded color, there was no mistaking that the so-called cargo was actually the corpse of Optimus Prime. Seeing the body of a friend and ally caused Chip to glare angrily at both Gregory and Jessica, mostly Gregory.

"Maybe you'd like to explain this, Dr. Swafford." he growled.

Again, it was Jessica who spoke up. "Dr. Chase, I take full responsibility for this. It was my suggestion to bring the body back to Earth with the express purpose of returning to the Autobots."

"I should hope so," Chip snapped. "This is Optimus Prime we're talking about. When last I heard, the Autobots had taken his body back to Cybertron to be buried. I hope you can shed some light on how he reached our solar system in his condition."

"There might be a way of ascertaining that, Dr. Chase," Gregory said, drawing an angry gaze from Chip. "If you allow it, Jessica and I can tap into his central processor, his brain if you will, to get a detail account of the circumstances leading to his return to our system."

"I'm sensing an ulterior motive here, Gregory." Chip stated.

Gregory was again hesitant to speak but did so anyway. "In addition to tapping into his brain, I'd like an opportunity to study the body. Maybe, disassemble it."

"Gregory, we never discussed that." Jessica said in shock.

"You mean butcher it? That's out of the question." Chip said.

"Please, Dr. Chase, think of what could be learned," Gregory insisted. "Studying the body could lead to better defenses against the Decepticons and, by extension, the Autobots should they ever go rogue."

"The last Optimus was disassembled, by the Decepticons I might add, his parts were repurposed as an alligator," Chip stated, clearly remembering that incident in Manhattan years ago. "Personally, I don't trust that you won't do the same thing and turn Optimus into a faulty car engine."

"But Dr. Chase…" Gregory tried to speak but Chip cut him off.

"Optimus Prime has saved our world more times that I care to count. He sacrificed everything to protect the human race," Chip stated. "I'll be damned if I let the good he did go up in flames just so you can find what makes his race tick. So in short, I'm denying your request to study the body."

Gregory was practically begging at that point. "Please Dr. Chase, if you would at least consider the possibility of…"

"There's nothing to consider," Chip snapped, silencing Gregory, before he turned to Jessica. "Now as for Dr. Morgan's suggestion, I'll allow for the two you to amazing Optimus Prime's central processor. Find out how he managed to return to the Sol System. Afterwards, we return the body to the Autobots… non-negotiable. Am I clear?"

"Absolutely, Dr. Chase," Jessica said. "Thank you."

With that, Chip took his leave with Lennox behind him, but Marissa stayed behind for a moment glaring at Gregory and Jessica. She was feeling a range of emotions that very much included disbelief, sorrow and anger. Mostly anger and directed toward the two people standing in front of her. Marissa took a step forward and glared first at Jessica, who displayed a slight look of regret, while Gregory remained seemingly indifferent. That alone made Marissa sick to the point of wanting to slap the taste out of his mouth. But Marissa remained professional and after a menacingly final glance, she walked off. In the back of her mind, she was going to keep a close eye on Jessica and Gregory.

At the same time, Jessica was glaring at Gregory and he could feel it. He became defensive and stormed off to his laboratory deeper in the warehouse. Jessica hesitated to follow and looked at the giant metal body of Optimus Prime, ever inert and lifeless. It scared her in a way, but what was more damning was the callousness of Gregory to be so insistent of disassembling it. Jessica eventually walked off and left the body alone unaware that at that very moment, the dimmed left optic of the fallen hero flickered briefly. It lit up, still very dim but enough to take in its surroundings. It darted back and forth, taking everything in, but unable to comprehend it. Then a sudden flashback struck…

* * *

_((It is dark, silent and cold. Then everything flickers into a blurred view and first thing I could barely see was a wall or a ceiling. Something is not right; I should not be here. I should be within the Matrix resting, adding my knowledge, my experiences to he who succeeds me. But here now, it all seems worse. How long have I been… gone? Then they appear above me. Aliens, unknowable and hideous, yet familiar. They are roundly shaped, disgusting tendril whipping every which way. They possess five faces, each one more evil than the last, and they study me, examine me._

"_He has been sleeping for two stellar-cycles." one says. Two stellar-cycles?_

"_Yet we have been in exile from Cybertron for countless millennia." The other one says. Exile? Quintessons._

"_The loss of Alpha Q has diminished our goal, but our resolve has never been stronger," Says the first alien. "There may yet be life within this one. We shall him as our puppet to eradicate our enemies, Autobot and Decepticon alike."_

"_Are you so certain," the second Quintesson asks. "This one may yet possess some lingering remnants of his past life."_

"_Indeed," the first Quintesson replies and looks down on me. His face switches to one that represents Death. "Erase his memory."))_

* * *

The optic shut down and the body of Optimus Prime went inert again. Still being nearby, Jessica stopped and looked back at the body. She felt as if something was very much a miss, even getting that feeling that she suddenly wasn't alone. Jessica took a couple steps back toward the body. It didn't move as far as she could tell, but something just felt… strange. She took a few more steps toward the body, but it still remained still and silent. Yet, Jessica had that feeling in the back of her neck that something was just off.

She inched closer and closer until she was by the giant hand of the deceased Autobot. Against her better judgment, Jessica touched the steel. It felt icy cold which wasn't a surprise, but not because of its composition. There seemed to be a certain air of sadness in the steel, but it wasn't like Jessica could pinpoint it. She wasn't a robot and she most certainly would have no idea what robots as advanced as the Transformers felt. Jessica stepped back, looked at the body for one last time and then walked away. Then she quickly turned back toward the body. She thought she heard something like a faint whine before dismissing it and moving on. She never noticed that one of the fingers moved ever so slightly.

* * *

Author's note: Well, that's pretty much it for this chapter which as you might notice right away is very human-centric with the reintroduction of Chip Chase. Here, he's wearing mechanical leg braces, which is another nod to "The Return of Optimus Prime."

Another nod features the Quintessons operating on Optimus during the flashback ala "Dark Awakening" and yet another nod is the flickering optic from Transformers: Dark of the Moon.

Also, you might notice the reference to another popular franchise. The names ought to be a dead giveaway.

Fun fact: I originally thought about introducing Josie Beller/Circuit Breaker as a central antagonist, but I figured we've got robot hating human already; best to not push it.

Positive feedback would be very welcome to keep this story alive, so let me know what you think.


	5. Things Change

Disclaimer: While I wouldn't mind getting a few more reviews, I'll take what I can get. Nobody's perfect, right? Anyway, here's the next chapter of the story. I own nothing at all.

* * *

Chapter V

Location: Autobot City  
Oregon Mountains

There was nothing but total darkness before a reboot screen popped up, and then the first image of a new place came into view. It was all different from what he'd been seeing since he first came back online. Then a robot he never met before appeared in front of him with an oddly shaped silver helmet and a gold face. The Autobot insignia was branded on his army green chassis and he appeared to be examining for something out of the ordinary. Then he noticed that his patient was online.

"Easy Prowl," he said in a youthful tone. "You're safe here."

Sitting up with some agonizing effort, Prowl met the Autobot optic to optic. "Who are you?"

"I'm Brainstorm, one of the newest recruits from Velocitron," said the Autobot. "It'll take a while for you to work the kinks out, so don't strain yourself too much."

Prowl didn't quiet listen and was already halfway of the table he'd been on. His body was still a mess and his mind was racing. "You're a doctor?"

"Yeah, and a scientist as well. I've been here assisting Wheeljack ever since Perceptor…" Brainstorm explained before he was cut off.

"Wait… Perceptor's dead?" Prowl queried

Brainstorm was a bit taken aback before he explained, "Uh no. He retired and went to live with the inhabitants of a planet called Zamojin. I'd already joined the Autobot long before that, along with few others."

"Others?"

"Override and Chromedome; that pair is from Velocitron like me," Brainstorm stated. "Others, like Cerebros and Sandstorm are from Paradron. It was a world full of pacifists before the Decepticons hit it. There's not much left. And then… there's Rattletrap."

"Who?"

As if on quo, a diminutive looking Autobot stormed into the infirmary carrying what looked like a box. Prowl hadn't seen him before either but aside from his small size, he was mostly brown and orange. He had tiny looking antennas in his brown helmet. Prowl also noticed, too his surprise, that the little Autobot had… buck teeth? Was that even possible? Prowl's attempts to think about it were interrupted when the little Autobot dropped the box on the floor. It obviously wasn't an accident since Brainstorm cringed and leered.

"Be careful with that stuff, Rattletrap. The last thing I need is to lose a bolt… again." Brainstorm snapped.

"Hey, don't tell me how to your stuff, Brainy," Rattletrap snapped back in a high pitched tone. "I'm a mechanic, not an assistance bot. I got more important things to do than carry your luggage."

"That doesn't mean you get drop my equipment like it means nothing," Brainstorm argued. "I think you can stand to be a little gentler."

"Really? I don't see you crawling through the ducts, getting your hands dirty, Brainy." Rattletrap argued back.

"Of course you don't, Bucktooth," Brainstorm snapped. "I'm a scientist, not a tunnel mouse."

"Whatever; I got _real_ work to do," Rattletrap finished and started on his way out when he caught the optic of Prowl. "What're you looking at, Crest-Face? You look like you went a few rounds with one of them dinosaur things."

"Rattletrap," came the stern voice of Ultra Magnus. "Don't you have a maintenance shaft to crawl through?"

Rattletrap simply shrugged and started off, pushing by Ultra Magnus along the way. "I'll be in my little crawlspace. Don't be surprised if the city lights go out." Then he was gone.

Ultra Magnus watched the tiny Autobot storm off and turned to Prowl. "He's always like that." he said about Rattletrap.

"I should hope so," Prowl said as he slowly got off the table he was on sitting on. His movement was arduous at best and he almost lost his balance before Ultra Magnus helped him stand. "Where's Optimus?"

Ultra Magnus was dreading this question for a while, but he steeled himself. "Optimus is… he's dead. He sacrificed himself to stop the Decepticons from destroying the city two Earth years ago. Still, a lot of Autobots died in the siege."

Prowl was in complete and utter shock at the news. "Optimus is dead," he mused. "Sweet merciful Primus," He glared at Ultra Magnus and said, "I want to know everything that happened. Everything."

* * *

Location: Planet Charr

Charr had seen some much needed changes under the rule of Galvatron, who wanted to make the backwater planet as much like Cybertron as he could make it. It would never be Cybertron; Galvatron knew that and it royally angered him enough to take out his frustrations on his own troops. The many attempts to take back Cybertron were met with failure due to the planets vastly improved and fully automated early warning systems. It was more than enough to allow the Autobots to traverse the galaxy without having to worry about losing their home planet. Such arrogance, Galvatron thought on it, and yet he could do nothing about it except rant and batter his Decepticons.

Yet Cyclonus, Galvatron's most loyal soldier, was elsewhere on Charr. He was alone, but he wasn't truly alone in the strictest sense. He flew over the surface of the planet, which now had a more metallic feel to it, until he was at his intended destination. It appeared to nothing more than a simply cavern, totally of no interest to the Decepticons. Cyclonus himself had no interest in the cavern even as he assumed proto form and walked inside. In his hand was an elongated conduit of some kind. The interior nearly matched that of the planet surface and resemble a laboratory of some kind. It wasn't something Cyclonus found; he built it over time. Actually, he was forced to build by his unwanted guest; the ghost of Starscream. The thought of having been possessed by Starscream, for the past two stellar-cycles even, angered Cyclonus enough that he deliberately threw down the conduit. He paid for it when he doubled over and slammed his face into the floor, made to do so by Starscream.

"_I'd think you'd know better than to handle this equipment with so little care, Cyclonus."_

Cyclonus stirred a bit and sarcastically stated, "Sorry, Starscream. I lost my grip."

"_Of course you did,"_ Starscream said and forced Cyclonus to his knees. Then he compelled Cyclonus to deploying his sword and holding it to his neck. _"I had no idea you were capable of sarcasm. I ought to just slice your head off right now. But, I still need your assistance if my new body is to be completed."_

"What good will that do you, Starscream," Cyclonus laughingly asked. "Galvatron will simply destroy you again regardless."

"_Not if he doesn't recognize me."_ Starscream said and forced Cyclonus to rise up to his feet, the blade still at his neck.

Starscream motioned Cyclonus further into the lab, which was mostly dimly lit save for a light green hue to illuminate the way. There were several terminals, all of which were of Cybertronian design. There were other, more alien looking, devices lying around whose uses Starscream had no reason and intention to explain. Cyclonus noticed a monitor with an image of a jet, clearly Earth style. What did the humans call it; a Raptor? Cyclonus was forced to keep moving by Starscream until he was stopped in front of a light green lit chamber. Inside of the chamber was a body, robotic and partly incomplete. Cyclonus could easily make out sturdy legs and waist, a chassis that resembled the canopy of a jet and a set of wings. The arms were present, one being fully constructed and the other missing the forearm. The head was only partially completed and was missing some of the left side.

"_Do you see this, Cyclonus,"_ Starscream said. _"Two stellar-cycles in the making and my new body is almost complete. But that won't happen if you continue to fight me."_

"Yes, and I will fight you as long as it takes until Galvatron learns of you treachery," Cyclonus retorted while struggling against himself. "You must realize, Starscream; Galvatron will discover that something is amiss when I don't report back to him."

Starscream simply chuckled and made Cyclonus lower his sword. Then he motioned Cyclonus closer to the chamber so his reflection was visible, although it was Starscream's reflection complete with a sly smirk. _"Oh, I've thought of that one."_

Cyclonus could hear footsteps approaching from further in the lab and soon enough spotted a shadowy figuring emerging. His first impulse would've been to prepare to defend himself, but Starscream made perfectly sure that wouldn't happen. The figure came closer until he started to emerge into full view. Then Cyclonus stared in astonishment when he realize he was staring right back at… himself? Cyclonus, who'd never even shown one iota of emotion since Unicron created him, was consumed with shock and awe at the sight of the doppelganger that appeared identical to him, right down to the emotionless stare. Then the emotionless stare was replaced by a sick smirk as the doppelganger knelt down to face Cyclonus.

"You look like you've seen a ghost." The doppelganger said using the voice of Cyclonus.

"Who are you? You are not me; you are not Cyclonus."

"I beg to differ, but since you asked so nicely," the doppelganger stepped back and began changing form until Cyclonus was staring at a black and silver, spiked robot he'd never seen before. "You may call me Makeshift." he said with his real voice.

"_Impressive, isn't he,"_ said Starscream. _"I first encountered Makeshift during my exile from the Decepticons many stellar-cycles. As you can plainly see, he's very good at keeping up appearances."_

"Galvatron will see through the charade, Starscream." Cyclonus snarled while glaring at Makeshift.

"_Maybe, but Makeshift is more than capable of stalling Galvatron while we complete my new body,"_ Starscream said with confidence. _"Now Makeshift, I think it's time to report in. The last thing we need is for Galvatron to get suspicious. But make sure to report any information you can gain back to me."_

Makeshift changed form back to Cyclonus and said in his voice, "I'll take care of it." Then he stormed off out of the lab.

Cyclonus, the real Cyclonus, was forced to his feet by Starscream and said, "You're plan for vengeance will fail, Starscream."

Starscream chuckled and forced Cyclonus to hold his sword to his neck again. _"I rather doubt that,"_ he said before making Cyclonus lower his sword. _"Now, let's get back to work, shall we?"_

* * *

Ultra Magnus had laid out every detail of the past two stellar-cycles to Prowl as they walked through the city. Prowl himself insisted on it despite Brainstorm's concern of his injuries but Magnus assured him he'd take responsibility if something happened. Putting that aside, Prowl listened as Magnus explained to him the details of high priority; the siege on the city, Optimus Prime's final confrontation with Megatron and his subsequent passing of the Matrix to Magnus himself. Soon after that, Magnus conveyed the exodus to Cybertron and the confirmation of the existence of Unicron, something Prowl was still having issues believing.

It got stranger from there when Ultra Magnus told him about Alpha Q and the Quintessons and their attempts to gain the fabled Covenant of Primus. Again, that was something Prowl had problems accepting. Magnus told Prowl about how the city itself had become sentient when Trypticon arrived on Earth, becoming the titanic Metroplex and defeating his Decepticon counterpart. A myriad of adventures followed, with the Autobots and Decepticons gaining new recruits respectively. But Prowl was most astonished to learn that Ultra Magnus himself was not the leader of the Autobots.

"I can accept everything you told me at face value, Magnus," he said. "But of all the Autobots who could possibly fill the void left by Optimus, it had to be Hotrod?"

"His name is Rodimus Prime." Ultra Magnus corrected Prowl.

"He might as well be Alpha Trion," Prowl snapped. "Hotrod has always been an arrogant, self-serving punk with little to no regard for authority. I've tried instructing him countless times and he always threw it back in my face. Now all of sudden, he's my superior? This is a joke."

"Look, I'm aware of your personal issues with him, Prowl, but Rodimus has proven himself to be a very capable leader. He's gotten the Autobots out of a number of situations that'd be seemingly impossible otherwise, and I trust him. We all trust him." Ultra Magnus explained.

"You trust him," Prowl snapped again. "Magnus, this is Hotrod we're talking about. He 's arrogant, he's reckless and he's dangerous."

"Maybe he was, once," Ultra Magnus argued. "But he's matured; he's not the same Autobot you worked with stellar-cycles ago."

"I hope for your sake that you're right." Prowl said and started walking off.

"You know, the infirmary's this way." Magnus said, pointing in the opposite direction.

"I'm fine," Prowl snapped once more, kept walking away from Magnus and suddenly knocked into something and fell back. Whatever and whoever he bumped into had also fallen and when Prowl got a look at the obstacle, he was startled to see a female Decepticon right in front of him. Prowl got up shouting, "What in the living Pit is a Decepticon doing here?"

Magnus quickly grabbed Prowl just as the female righted herself. "My name is Tempest. Who are you supposed to be?"

"I'm asking the questions, Decepticon." Prowl bellowed. Then everyone present heard the sound of a jet engine and an F-35C fighter jet arrived.

The jet assumed the proto form of Breakaway and he quickly landed between Prowl and the female. "Hey, back off," he said to Prowl and turned to the female. "Tempest, you okay?"

"I'm fine, Breakaway, or I will be once I teach this rogue bot some manners." Tempest said.

"Everybody ease down," Ultra Magnus said and let Prowl go. "Prowl, Tempest used to be a Decepticon but she's one of us now and has been for the past two stellar-cycles."

"You can't be serious." Prowl said to Magnus. "A Decepticon has no business in the Autobot ranks."

Tempest stepped forced and got right in Prowl's face. "What gives you the right to make that call? Rodimus Prime did more for me than you'd ever understand. He gave a place with the Autobots even though I started out a Decepticon and I've proven myself time and time again. Don't you dare judge me!"

Breakaway pulled Tempest back as Prowl turned right around and started walking, only to stop next to Ultra Magnus. "You're so-called leader made a huge mistake in bringing in a 'Con." Prowl continued off, likely back to the infirmary.

After a long and very uncomfortable silence, Breakaway said, "What was that all about?"

Ultra Magnus tried to think of the right thing to tell Breakaway and eventually stated, "He's been asleep for awhile, Breakaway. He just needs time to readjust to things."

"Yeah, maybe he should start with adjusting his attitude. Tempest said.

"Let it go, Tempest," Breakaway said. "He's not worth it, although he could use a new paintjob."

"Shouldn't you be on patrol with Springer and the Aerialbots, Breakaway?" Ultra Magnus said with a sly grin.

Before he returned to the infirmary where Brainstorm was likely waiting, (or bickering with Rattletrap) Prowl took a moment to gather his thoughts. He looked out into the distance at the grassy landscape of the Oregon plains, somewhat at peace in knowing he was back on Earth. Yet, he felt an unfamiliar conflict within him. So much had changed since he'd been gone, and there was a lot of it that he didn't like. It felt so wrong to him, having a Decepticon in the ranks and an irresponsible cavalier as the leader. The latter issue was especially touch for Prowl to take since he had a less than friendly history with the then young Autobot Hotrod...

* * *

_((In the Earth year 2007, the Autobots were in the midst of construction of Autobot City, where Prowl was assigned to guard duty with a handful of Autobots. One of them was the young and impetuous Hotrod. A lot of the Autobots found him to impetuous in some way or another, but Prowl only saw Hotrod as largely irresponsible, unreliable, arrogant and, at the very current moment, was late for his shift. Again! Prowl was getting more than a little sick of having to cover for Hotrod, who was obviously ditching his duties to do whatever he was doing. Frustrated with the situation, Prowl was just about to go look for Hotrod when he saw a bright red and orange vehicle arriving. The vehicle transformed into the proto form of Hotrod, and he quickly realized he was in trouble when he saw Prowl standing with his arm folded._

"_What's up, Prowl?" Hotrod calmly asked._

"_What's up? Are you kidding me, Hotrod," Prowl snapped. "This is the ninth straight you've been late for your shift, which make it the ninth straight time that I or one of the other Autobots had to cover you worthless tailpipe."_

"_So what, it's guard duty," Hotrod argued. "It's basically a bunch of Autobots standing around waiting for something to happen, which is hardly ever anyway."_

_Prowl threw his arm out to either side and snapped, "You are unbelievable, Hotrod. I don't know if it's complacency or stupidity or even if it's both, but you seem to be chronically incapable of giving a damn about your job."_

"_And what exactly is my job? Stand around waiting for the Decepticons to attack," Hotrod snapped back. "They hadn't made a peep since they took Cybertron. Why would the even want to attack? There's nothing here."_

"_Optimus Prime has the Matrix stored in a bunker here while he's coordinating the supply chain from Headquarters to the city," Prowl explained. "It's our job to keep it protected until the city is completed."_

"_I've never even since the Matrix. Seems like a waste of time to me." Hotrod said and, finally, returned to his post._

"_Just as it seems like a waste time for me to have to babysit an irresponsible Autobot," Prowl stated. "I just don't know what Optimus sees in you. All I see is a punk."_

_Hotrod just shrugged and muttered, "Whatever."_

_But the following day, the Decepticons suddenly attacked the city. It was a platoon consisting mainly of five Seekers, Thundercracker, Skywarp, Ramjet, Dirge and Thrust. The Autobots immediately went to arms to push back the invading force and it seemed like the defenders were making headway. Prowl sensed though that something was wrong; there were usually six Seekers. Starscream was not among them. Plus, the radar detected seven Decepticon signatures approaching, which meant Starscream and another Decepticon had already gotten into the city. At the same time, Hotrod returned from wherever he'd gone earlier and stared in shock at what was happening. He spotted Starscream and another Decepticon, Soundwave it looked like, sneaking into the city. Wasting little time, Hotrod went after them, not knowing that Prowl was watching._

_Inside the city, Starscream and Soundwave made it to the bunker they believed held the Matrix of Leadership. Starscream blasted the door and he began to waltz into the bunker. The Matrix was there, shimmering in a brilliant blue hue. It sickened Starscream to see such a vibrant light, but he ignored it and reach for the Matrix. Before his fingers met the ornate gem, a laser blast startled the Seeker. Starscream turned and saw to his amusement, a young looking Autobot that would've been nothing but a minor annoyance._

"_Aw, look at you," Starscream mocking said to the Autobot and looked to Soundwave. "Soundwave, if you please…"_

_Soundwave stepped forward and deployed one of his minions. "Ravage: eject. Operation: Distraction."_

_Hotrod readied himself when Ravage appeared and quickly pounced on him. The impact took Hotrod down and he defended against Ravage's attempt to claw at his face. Just then, Ravage was blasted off of Hotrod by Prowl, who'd followed Hotrod into the bunker. Prowl spotted and shot at Soundwave first, who quickly deployed Laserbeak and sent him against the Autobot. Prowl fired at Laserbeak but couldn't score a hit, leaving him open for Ravage to pounce on him. By that point, Starscream had acquired the Matrix was about to leave with it, by blowing an exit into the far wall. The hole led outside where the other Decepticons battle a group of Autobots. Starscream was moments from escaping when Hotrod tackled out of the hole._

_They tumbled out, Starscream dropping the Matrix in the process. His attempt to grab it was stopped swiftly by Hotrod when he kicked Starscream in the face. Hotrod fell backward and his finger brush the Matrix; for a brief moment, Hotrod saw himself fighting an extremely powerful Decepticon he'd never seen before. Then everything returned to normal. Autobot reinforcements were just arriving, Optimus Prime leading the way. The Decepticon retreated as Hotrod picked the Matrix. Soundwave rushed by him with Prowl close behind, but it was already over. Prowl turned to Hotrod, a look of anger in his optics._

"_Where were you, Hotrod, huh? Slacking off again while the Decepticons tried to take the Matrix?" he bellowed in the young Autobot's face, who offered no explanation. "This could've been avoided if you did you job. This is all on you, Hotrod."))_

* * *

Prowl snapped back into reality, realizing that he had yet to return to the infirmary. He hadn't realized how long he'd been standing around. Five cycles, maybe ten. Who knew? Prowl still had the memory of how Hotrod nearly blew it for the Autobots that time. He still couldn't understand what Optimus saw in Hotrod and right now, Prowl couldn't bring himself to care. Just then, Brainstorm appeared and approached Prowl.

"There you are," he said. "C'mon, I want you to take a look at some of your options."

"Options for what?" Prowl asked.

"For your new body. You can't really expect to walk around in the shape you're in now, right?" Brainstorm pointed out.

Prowl was slightly taken aback. Things really had changed. "Okay, let me see what you've got."

Author's note: I guess I can put this chapter in the books. Get it? Books? 'Cause it's a story. Never mind!

* * *

First thing you might notice; more new characters making their debuts including Brainstorm, Makeshift and Rattletrap (as his usual smartass self from Beast Wars) Other characters had been mentioned; Override, Cerebros and Chromedome. Sandstorm was already mentioned earlier. Perceptor will not be reappearing sadly, although I didn't want to kill him off so I retired him to Zamojin (The Face of the Nijika)

One of the characters, Makeshift, is based on his Transformers: Prime incarnation and working with Starscream by, duh, posing as poor old Cyclonus. The big difference is Makeshift's alignment is not mentioned.

A key plot point here is Prowl apparently having a troubled history with Hotrod before he became Rodimus Prime. Plus, he's very unhappy about Tempest being with the Autobots. A lot can happen in two years (stellar-cycles) Whatever! So, what do you think?


	6. Time Heals Not All Wounds

Disclaimer: I'm still here. I'm still writing and I still don't own the rights to Transformers.

* * *

Chapter VI

Location: somewhere in the galaxy

A lone vessel traveled alone across the stars of the galaxy. It was too small to be a military ship and too large, if that were possible, to be a simple lifeboat. Inside sat its only passenger, shrouded in a dimly lit cockpit with only the gleam of the console to illuminate him. His form was metallic in nature as evident by the slight shimmer of metal and he appeared to be leaning on an elongated staff. He raised his head to the console, gazing at it with a set of blue optics. But he wasn't looking directly at the console but focused on the presence of another not within the ship but all around it, everywhere and nowhere. He knew the presence all too well, having long ago encountered it during what was not a mere excursion of travel, but exile from his home planet.

"I know you are there, Fallen." he declared.

A set of violet eyes fluctuated into existence as the Fallen made his presence known. **"The Matrix calls. It is on a small, organic world; a human world. It is protected by the descendants of Primus; the Autobots. They reside on this world, protecting the humans. Their leader is Rodimus Prime; he holds the Matrix of Leadership. You will travel to Earth and you will retrieve it."**

There was a momentary pause before the ship's occupant said, "Why should I help you?"

"**Alpha Q failed in his attempted to secure the Covenant of Primus, delaying my return to the physical universe,"** the Fallen stated. **"The Matrix of Leadership is all that remains of Primus. It was used to destroy Unicron the Chaos Bringer, but now it is the key to my escape from this wretched prison of limbo."**

"I've been in exile for countless millennia after my atrocities in the Great War. The crimes I've committed, the lives I've taken; there's no redemption for what I've done," the occupant said. "I've come to realize that I deserve far worse than mere exile. Thus I see no reason to help you."

"**You would dare go back on your word,"** the Fallen angrily implied. **"You said yourself that the Matrix of Leadership was rightfully yours and stolen from you unjustly, just as I was betrayed by the Primes I called my brothers."**

"_You _betrayed _them_ first."

"**It matters not, for my vindication comes when the last of Primus's children falls,"** The Fallen stated with marked conceit. **"Then when all is said and done, the Matrix of Leadership will be yours and the universe will be mine. No child of Primus will dare oppose the Fallen, much less a Prime. Now go; Earth awaits your arrival."**

The Fallen's dark presence vanished from the ship, leaving the occupant alone with only his thoughts. The memories of the Great War in which he fought so long ago were still fresh in his mind, and they brought to him only the pain of his crimes. The lives he'd taken were not just Decepticons but Autobots too, in addition to the unbranded of Cybertron. The faces of every single Cybertronian he'd killed haunted him for millennia. To that end, he operated the console and a video screen flickered to life in front of him. The image that appeared displayed a conflict which he knew right away took place on Cybertron. It was during the Great War between the Autobots and the Decepticons, and he was involved. He was the one leading the Autobots against the Decepticons, even confronted the Decepticon leader; the one called Megatron. The subsequence fight was a ferocious ordeal that filled him with… adrenaline. The thrill of battle was evident, but then something happened…

He suddenly punched the screen and shattered it knowing the following events were what led to his exile from Cybertron. He knew what he did and that respect, he was no better than the Fallen. "Primus, forgive me for what I must do," he mused and hit a button on the ship's console. "Computer… set a course for Earth."

* * *

Daniel wasn't sure what to think the moment he arrived at the building where he'd experience what his mother called _the best years of his life_. But Daniel wasn't all too keen about going into Oregon State University, which was considerably far from Autobot City. At least he had the company of Elita One, who was serving as his ride since Arcee was acting within Rodimus Prime's inner circle. Even after arriving on Earth two years ago, Elita was still attempting to get used to how different things were from Cybertron. She even had to adopt an Earth based vehicle form. But instead of picking one of the four-wheelers like most of the Autobots, Elita One chose what the humans referred to as a Kawasaki Ninja ZX-14R motorcycle. While most of the Autobots questioned her choice, Daniel was perfectly fine with it. He only insisted that Elita change her color scheme to something less, as he put it, _girly_. Elita took some offence but changed her color to red with silver stripe designs.

Pulling up at the main entrance of the University, Daniel gazed at the building in front of him and sighed. "I can't believe I'm going through with this." he said.

"Hey, your parents said it was for the best and with the lack of Decepticon activity, I'm inclined to agree with them." Elita said while she was still in alt form.

"Yeah, but what could I learn here that I can't back home," Daniel wondered. "I mean, I can learn just as much about space with the Autobots."

"That depends; could you build a dark energy device capable of ripping open hole in the space/time continuum?" Elita One jokingly asked.

Daniel laughed while he was dismounting his ride. "Nice to see your capacity for humor's improved," Then Daniel walked off toward the entrance. He turned around and said, "Try not to go anywhere."

Elita tilted her front end and said, "No 'Cons to fight. I've got nothing better to do."

Daniel chuckled and moved on toward the front entrance amid a large group of students. Most of them appeared to be his age or older. While most ignored him, several were giving him looks; some indifferent and some slightly hostile. Elita was watching and was irked at the responses Daniel was getting from the more inhospitable students but she didn't act. Rodimus Prime made it clear that Elita was not to harm humans. Then she noticed one of the students, a female in a red and black T-shirt, denim jeans and a blue cap over shoulder-length black hair glancing at her repeatedly. She must've been about Daniel age and she glanced between Elita and Daniel for some reason. Elita had that sneaking suspicion that this female knew something or was planning something. But again, Elita didn't act on it as per Rodimus Prime's decree of not harming the humans.

The girl glanced back at Daniel who, coincidentally, was glancing briefly at her and she looked away. Daniel glanced briefly at the red Kawasaki bike that was Elita One and that same suspicion about the girl. Nevertheless, he entered the university amid the sea of students, though he couldn't help but feel he was like a lamb being sent to slaughter. But once he was inside, he was in awe at how big the university actually was. The sea of students scattered and Daniel took notice of several older looking people among them, some appeared as young as the mid-20's and others likely in the mid-to-late 40's. They had to be members of the faculty, Daniel eventually realized, and one of them happened to looking straight at him… and she was gorgeous.

With the long, flowing red hair, a sky blue blouse and a white jacket and skirt, Daniel would've confused this woman for a supermodel. Hell, most of the male students would've confused her for a supermodel. One person who was hardly impressed with the buxom beauty was the girl who was more of a tomboy than a full-blown sexpot. Aside from that, she was still watching Daniel, who was still watching the beautiful teacher. She was approaching him, carrying a purple handbag on a strap over her shoulder.

"Welcome to Seattle University, Daniel Witwicky." she said in the most angelic voice ever heard.

"Um… Are you talking to me," Daniel stammered over his own words while gazing at the woman's crystal blue eyes. Once he recovered, Daniel asked, "How do you know my name?"

"The world's too large for someone named _Witwicky_ to go unnoticed," the woman said before walking off. She stopped and said, "By the way, my name is Stella Holley and I'm looking forward to our time together. Don't disappoint."

Daniel barely managed a word as Stella Holley walked off. He was jerked back to reality by the tomboyish girl when she bumped passed him. She looked back at him without a smile and then kept going. Daniel was really unsure of what to make of the girl outside of the fact that she looked like a homeless vagrant with an interest in punk rock. But he thought of what Stella Holley told him; _the world's too large for a Witwicky to go unnoticed._ That made Daniel a little more than nervous, but he put aside for now and continued on.

* * *

Arcee had been strolling through the halls of the city looking for Rodimus Prime and so far hadn't been able to locate him. Her efforts eventually came down to asking any Autobots present if they had an idea of where to find Rodimus and some gave varying answers. Eventually Highbrow had stated the Rodimus wasn't actually inside the city wall, but outside just wandering around the grounds aimlessly. It wasn't like Rodimus to simply linger, Arcee knew that much. But when it occurred to her what cycle it was and what was approaching, Arcee knew what was going on with Rodimus.

She hustled out onto the grounds where numerous Autobots were busy with random activities that were of no concern to her. She noticed a couple of the newest Autobots, Highbrow and Cerebros, conversing about something. Then she noticed several of the Wreckers engaged in random activities; Bulkhead and Roulette were skeet shooting while Drift and Depth Charge were sparring. Stratosphere and Airazor were noticeably absent. At least, Arcee thought, they were finding ways to pass the time. Arcee moved onward across the grounds until she spotted a lone figure up ahead. Knowing that it was Rodimus, Arcee approached and found her leader and friend in a seated position on the steel ground.

When he didn't immediately respond to her presence, Arcee said, "Ultra Magnus sent word; Prowl wants to speak to you as soon as possible," When Rodimus didn't even acknowledge her, Arcee simply said, "Okay."

"Arcee," Rodimus whispered audible enough for Arcee to hear him. "Do you realize that tomorrow is the anniversary of the end of the siege? That was when Optimus beat back the Decepticons… at the cost of his own life."

Arcee sighed, "Yeah, I remember."

"Did I kill him, Arcee," Rodimus asked. "I should've listened to Kup. I should've stayed out of it. Even as Megatron grabbed that pistol, Optimus would've already taken him down. Instead, like an idiot, I jumped in and gave Megatron a clear shot."

"Rodimus, you can't keep blaming yourself for what happened that day," Arcee stated while she approached Rodimus. "There's no way you could've known things would turn out like they did."

"But Optimus, Arcee…"

"Optimus knew the risks, and you know damn well that he would never have taken the shot if it meant killing you," Arcee continued and knelt down beside Rodimus. "You did what you thought was right and Optimus would've done the same thing. Right now though, you have no right to feel guilty."

Rodimus stood up suddenly. "Then where's Optimus now," he snapped. "We'll never know because the mausoleum is gone. Maybe, it's time I handed the reigns over to someone else. I want my life back; I want Optimus back." Then Rodimus stormed off.

Arcee remained where she was and whispered, "So do I."

* * *

Prowl watched intently as Brainstorm operated the video screen, which displayed a near endless stream of Earth-styled vehicles for Prowl to select. So far, nothing stood out for him. To be frank, Prowl still preferred his previous alt form but times had changed. He didn't like that. He most certainly didn't like Rodimus Prime being in command of the Autobots given their shared history. Speak of the devil, Rodimus Prime entered the infirmary and while Brainstorm greeted him, Prowl barely even offered a glance. Rodimus expected as much while he checked out the display. Some of the vehicles he liked, in particular being the sports cars. Prowl glanced at Rodimus, who didn't say a word. He just kept watching the display before the image settled on what the humans called a Dodge Charger colored black and gold.

"That's not half bad, Prowl," Rodimus Prime finally said. "In fact that might be perfect for you."

"I didn't ask for your opinion." Prowl said.

Rodimus sighed, "That's what I get for trying to smooth things over."

"Ultra Magnus debriefed me on several key events that occurred during my… incapacitation. A lot of it, I'm not happy about." Prowl said while staring directly at Rodimus.

"Seems like a common thing with you, Prowl." Rodimus stated.

"I can deal with having been offline for two stellar-cycles, but of all the Autobots who could possibly succeed Optimus, it had to be you," Prowl said. "Of all of the most capable autonomous robotic organisms that have walked the face of both Earth and Cybertron, the successor of Optimus Prime had to be a punk kid who had not regard or respect for anything or anybody."

"I wasn't exactly the first choice to take up Optimus Prime's position," Rodimus angrily stated. "Ultra Magnus was the leader for a while before the Matrix fell to me."

"Yeah, well I wish Magnus was still in charge. We'd be better off," Prowl snapped. "And, we got to talk about your policy regarding Decepticons, specifically the one you're allowing to wander around the city."

"Her name is Tempest. She's one of us." Rodimus Prime said.

"Is she," Prowl implied. "How do you know that? Did it ever occur to you that she might be a Decepticon spy; that she might be reporting back to her superiors right at this very moment. Maybe she's studying us, looking for weaknesses to exploit when the time is right."

"Let me be absolutely clear; Tempest joined up with us because she didn't agree with the Decepticon's way of thinking; that's it. She had plenty of chances to betray us and she's proven to be a valuable ally," Rodimus Prime explained. "I trust Tempest, and so does Breakaway. She'd never turn on us."

Prowl stood up and faced Rodimus up close. "You can't know that for sure. Throw her in the brig."

"I won't confine one of own based on something that won't happen. Tempest is an Autobot and personally, I'm damn lucky to have her on our side." Rodimus Prime said before turning to take his leave.

Prowl then said, "Once a 'Con, always a 'Con. Remember that… Hotrod. While you're at it, maybe you should step down and hand the Matrix to someone who actually knows how to use it."

Rodimus Prime stopped short for a moment upon hearing his old name and then simply kept walking. Obviously, things hadn't changed between them. But Rodimus was mature enough not to continue the argument. Prowl was stuck in the past, relieving it every cycle. He still had zero respect for Rodimus and that was fine. Rodimus was going to be the better Autobot and move away from it. Prowl still had the audacity to question him about Tempest. She might've been a Decepticon once upon her creation, but she was an Autobot through and through. And, as Rodimus realized, Tempest was leaning against the wall just a couple feet from the infirmary.

"I'm guessing you two have history together," she said. "And, not the good kind."

"That's one way of putting it," Rodimus said. "Prowl's always been the by-the-book kind of Autobot and I was always the quintessential rule breaker."

"What's his malfunction with me?" Tempest asked.

"I doubt it's anything personal. Prowl's never been tolerant of Decepticons; comes with being law enforcement back on Cybertron," Rodimus Prime explained. "Considering he's been offline for two stellar-cycles, it'll take time for him to adjust to the changes." Rodimus went to leave when Tempest stopped him.

"I was curious about something else," she said, drawing the Autobot leader's attention. "I've studied up on Optimus Prime; I know his selfless heroism is legendary. But what was he like to you, on a personal level, I mean?"

Again, Rodimus fell silent and found himself remembering Optimus before, during and after his final confrontation against Megatron. He then stated, "Optimus was… the closest thing I had to a father figure."

Tempest felt something was off and, maybe against her better judgment, she asked, "How did he die?"

Rodimus practically clutched his fists and, with pure reluctance, stated, "He died… because of me."

Then Rodimus Prime stormed off leaving a bewildered Tempest to contemplate his answer. The way it sounded told Tempest that Optimus died saving Rodimus; or maybe he died because Rodimus did something terrible. Tempest was a pretty good judge of character, so it was obvious to her that Rodimus was wrestling some form of guilt. It had to be eating away at Rodimus worse than Cosmic Rust. Tempest then thought about Prowl and his obvious distrust in her simply because of her Decepticon roots. The thought of going into the infirmary and smacking Prowl upside the head crossed Tempest's mind. But that would've only proven Prowl's point at a moment where there was no point. So, Tempest simply walked off.

Inside the infirmary, Prowl had been listening to Rodimus and Tempest's conversation, particularly when Rodimus spoke of Optimus. Prowl never understood what Optimus saw in the former Hotrod, never consider why he confided in him so much. To Prowl, Hotrod was always an arrogant punk. Yet, now he was Rodimus Prime, the leader of the Autobots with Optimus dead. Prowl still only saw a young punk bot unequipped to handle such a burden. In his view, Ultra Magnus or Springer would've better suited for the role. But it had to be Hotrod, and that made Prowl all the more frustrated. He looked at the still shifting display of Earth cars operated by Brainstorm.

"You know what, Brainstorm," he said. "I'll go for that black and gold Charger."

* * *

Author's note: I can't say this is my best chapter but we are still in the early stages. There are some obvious things to bring up.

As you might've guessed by now, the Fallen is still the main antagonist but is acting mainly through his agent, who will remain nameless until further into the story. (Unless you already guessed due to some subtle hints, which I advise you keep to yourself please.)

Elita One is back with a new alt form of a Kawasaki Ninja ZX-14R motorcycle, which was originally going to be a Ducati 1199 Panigale Superbike. Prowl will also be getting a new alt form; Dodge Charger with a black and gold scheme.

Daniel is on his way into Oregon State University, which was originally to be Seattle but I went for something closer to home for him. Also, we have to debut of two new human characters, one being Stella Holley (look her up) and the other yet to be named. (It's not Megan Fox's character).

Finally, Rodimus is still feeling guilty over the events of the first story. Sorry if I made him a bit too emo. He's also still got issues with Prowl, who in turn has an issue with Tempest for obvious reasons. Anyway, let me know how I'm doing.


	7. Lingering Issues

Disclaimer: Seven chapters later, still alive and still moving forward whether you like it or not. I bring you the next chapter of the story. Enjoy!

* * *

Chapter VII

Location: Charr

A long time ago, Makeshift would've been the perfect spy for the Decepticons. His shape shifting functionality and talent for infiltration would've put Soundwave to shame. The long forgotten Megatron would've liked to have an army of Makeshift's to bring the Autobots to their knees. The one glaring tradeoff was that Makeshift didn't have his own vehicle form, but with the ability to mimic other Transformers, he probably didn't need it. So yes; Makeshift could be the perfect Decepticon spy. It was simply a shame that Megatron never found out about him. Starscream did, and he took Makeshift under his wing. It was during the former Air Commander's exile from the Decepticon that he first encountered the unbranded shifter wondering around a barren world, struggling to survive on whatever scraps he could find. Since then, Makeshift was indebted to the Seeker and vowed to follow him, which was delayed after Starscream's untimely demise at the hands of Galvatron.

Now, Makeshift was in the Decepticon stronghold on Charr, masquerading as Cyclonus while Starscream used the real Cyclonus to finish building his new body. Makeshift's assignment was simple and surprisingly ironic; to walk amongst the Decepticons, spy on them and learn of whatever plans Galvatron was thinking up. Walking through the stronghold, Makeshift studied the Decepticons who busied themselves in varying tasks to improve on the otherwise dismal settings. Most barely acknowledged Makeshift but those who did only saw Cyclonus, whose history of stoic expression Makeshift emulated almost flawlessly. It was still a question of whether or not he could fool Galvatron, long enough for Starscream to make his triumphant return from oblivion. As he considered this, Makeshift through himself back when a violet beam zipped by him and hit the far wall. For a moment he thought his cover was already blown when he noticed Misfire and Slugslinger approaching.

"I almost nailed you, Cyclonus." Misfire said to the bot he believed to be Cyclonus.

"If you had, it'd be the first successful shot you've ever made, Misfire," Slugslinger quipped. "It might've also been your last."

Misfire glared at Slugslinger before looking to the disguised Makeshift. "You okay, Cyclonus? You look a little…"

"A little what," Makeshift said in the voice of Cyclonus, to which neither Misfire nor Slugslinger answered. "Where is Galvatron?" he asked.

"Um, he's in the main chamber with Scourge and Mindwipe." Slugslinger replied.

"Last we checked, he wasn't happy," Misfire added. "But then again, when is he ever?"

Not waiting for any more details, the false Cyclonus pushed by the duo and headed to where the main chamber would've been. Along the way, he noticed several other Decepticons, including Barricade and Sixshot none of them paying any attention to him. Which was good; the last thing Makeshift wanted to be accosted by idle chatter and risk giving himself away. Of course, it was more like the intimidation factor that most of the 'Con didn't dare approach him. That worked to his advantage. By the time he reached the main chamber, Makeshift momentarily surveyed the area. It was dark with the scattered remains of numerous Decepticons.

Makeshift noticed Mindwipe skulking in the farthest corner. Mindwipe noticed him and glared at him menacingly. There was a sense of foreboding between them, as if Mindwipe was peering right through Makeshift's disguise, right to his Spark. Makeshift then heard a loud a clang and watch Scourge tumble to the ground. Galvatron, obviously angry, pinned the heel of his foot across the Sweep's neck and pressed down on it. Scourge tried and failed repeatedly to escape, both out of reluctance and the brute strength of Galvatron.

"How many more of you inane blunders do I have to sift through, Scourge," Galvatron shouted. "Every one of your plans to take back Cybertron has been met with dismal, bitter failure."

"They… they weren't all failures, Galvatron," Scourge wheezed under the foot of his leader. "At least a few of them were close to successful. The trans-organic dweller for example…"

"…nearly siphoned what was left of the planet's energy, even completely consuming the Stunticons," Galvatron snapped. "I can't rule the galaxy with a dead planet, you moron."

"Well, there were the anti-electrons that would've wiped the Autobots." Scourge again tried to point. He failed again.

"The same anti-electrons to which those wretched Dinobots were immune? How could I forget," Galvatron said. "In fact, those same anti-electrons made the Tyrannosaurus smart enough to use our own weapon against us. Then he helped construct the Autobot's new planetary defense grid. Oh yes, that helped immensely."

To imply that Galvatron was upset at the recent string of failures would've been a monumental understatement. It was Galvatron who entrusted Scourge to come up with a series of tactical strikes since a handful of Decepticons, particularly Soundwave and the Constructicons were currently stationed on Earth. There were also the Battlechargers, Runabout and Runamuck. They were a pair of loose cannons brought into the Decepticon ranks from Velocitron. Galvatron didn't like them but they were at least useful, unlike Scourge. Right now, Galvatron just wanted to bash Scourge to within an inch of his life. It would be quick but not painless. Instead, Galvatron removed his foot from the Sweep's neck and returned to his cruel built throne.

Scourge slowly began to stand up holding his neck as Galvatron snarled, "You're lucky I don't kill you since you're consequently more useful alive anyway."

"You know, I'd still shoot him for being such a lousy tactician," said Sixshot. "It'd make me feel better at least."

"Go rust in the Pit, Sixshot." Scourge shot back.

"Enough," Galvatron bellowed and looked to the false image of Cyclonus, unaware that it was Makeshift in disguise. "Cyclonus, where have you been?"

"My apologies, Galvatron. I've been preoccupied with retrofitting my weapons after our last encounter with Autobots." he said in Cyclonus's voice.

"That's interesting," said Mindwipe with a smirk. "I didn't see you anywhere near the retrofit area."

"Are you calling me a liar, hypnotist?" said the false Cyclonus.

Mindwipe only smirked when Galvatron bellowed, "Shut up, both of you," Then he stood and walked across the chamber to a viewing portal, gazing at the barren landscape of Charr. "Given Scourge's increasingly failed battle plans, we'll have to table conquest of Cybertron for the moment. As of now, our main focus must be towards the Autobots on Earth."

* * *

_"Even though the Autobots control both Cybertron and Earth, they're still far from victorious, and Rodimus Prime, their fearless leader…"_

"_What about him?"_ Sixshot asked.

"_He's not the same Autobot that destroyed Unicron,"_ Galvatron stated. _"He's a shell of himself."_

"_Then maybe now would be the perfect moment to strike."_ Mindwipe stated.

"_No,"_ Galvatron said. _"Rodimus may be weakened but he's not so easily defeated. I won't strike until we have decided advantage. Soundwave and the Battlechargers will continue to monitor the situation until the right opportunity presents itself."_

"_And what about our other inside source? The one spying on the human boy?_ Mindwipe asked again.

"_Like I said; we wait for the moment to strike."_

Starscream, through the real Cyclonus, was watching and listening to Galvatron through Makeshift's built-in recording mechanism. At the same time, Starscream was forcibly making Cyclonus continue his work on the new body that Starscream wanted so badly. But the former Seeker was still interested in Galvatron's plan, particularly about the so-called inside source. At first, he believed it to be one of Soundwave's minions, but then Starscream dismissed it. The only way for the Decepticons to have an insider among the humans… would be if said insider _was_ human. It wouldn't be the first time the Decepticons collaborated with humans, but Galvatron despised humans. Starscream didn't like them much either, so he reasoned the human insider wasn't really actually human.

"You're shape shifting ally can't fool Galvatron forever, Starscream." Cyclonus declared.

"_Maybe, Cyclonus,"_ Starscream said, forcing him to look at his reflection and seeing Starscream only. _"But Makeshift only needs to distract Galvatron long enough for you to complete my new body. The sooner you get that done, the sooner I'll be out of your misery. In the meantime, tell me about your little informant."_

* * *

Astronomy seemed like the natural choice of class for Daniel given his experiences with the Autobots. He lost count of how many times he's travel across the stars with them. He wasn't alone as a large number of students filed into the Astronomy classroom, including the bizarre tomboy that had been eyeballing Daniel since he arrived. She was creeping him out more than he liked. Actually, a lot of the students intimidated him but most ignored him. Daniel wasn't much of an attention grabber, except with the heavenly-bodied and angel-faced Stella Holley, who just happened to be his new astronomy teacher. Daniel looked around and could tell several of the male students already staring at their teacher, and probably salivating at the mouth, but Daniel's eyes were trained on the other girl. In a cruel twist of fate, that same girl was taking the seat right in front of Daniel. And, much unlike the more studious Daniel, the girl leaned back, one arm of the back rest and her legs crossed. Daniel was unsure if it was intimidation or a distraction, until Stella Holley started speaking.

"Hello everyone and welcome to Astronomy 101. Some of you might remember me but those who don't, my name is Stella Holley and I'll be your instructor for this semester. I can see we have some fresh new faces along some returning ones."

Daniel was doing his best to be the studious one but unfortunately, the girl in front of him was looking right at him with one eyebrow cocked. "What?" Daniel whispered.

"Oh, nothing," the girl said. "I'm just admiring your interpretation of a dying tree. You pull it off nicely; slap a few leaves and maybe a bowtie and someone will take you to the California Redwoods."

Daniel was actually taken aback; by a sassy, smart mouth tomboy. "Yeah, okay; that kind of explains your constant staring at me. What's your name, by the way?"

"You first." The girl said.

"Excuse me," said Stella Holley. "I couldn't help overhear you two talking over me. Would you mind standing so the class can see you? Both of you?"

The girl whispered, "Okay!" and stood up. "Here I am for your viewing pleasure. Happy now?"

_I don't even know this girl and she's going to be the death of me. _Daniel though grimly.

"Of course, it had to you, Miss…" Stella began to stammer.

"What? You don't know my name, Stella." The girl quipped and insulted the older woman at the same time.

"I know your name, but enlighten those who don't for the record."

The girl chuckled and said, "Carlo; Verity Carlo."

"Verity Carlo," Stella repeated. "And you over there, would you mind introducing yourself?"

Daniel knew at this very moment in time, here and now, he was screwed. So, playing it safe, he stood up and nervously stated, "Uh, hi. I'm Daniel. Daniel Witwicky."

There was some chuckled in the class, either caused by Daniel's nervousness or the mere sound of his name. "Thank you, Mr. Witwicky. You and Miss Carlo can take your seats now. We're about to embark on a journey, you and I, together."

Daniel and Verity Carlo sat back down and Varity whispered, "That went well. I know who you are, but seriously; what the hell kind of a name is _Witwicky_?"

Daniel responded, "I don't know? What the hell kind of a name is _Verity_?"

The girl glanced back at Daniel and with a small smirk said, "It's short for my real name, but I'm not telling you."

* * *

Langley Research Center

Jessica Morgan didn't like the idea of prying on someone's thoughts, especially after their deaths, even after Chip Chase gave her and Gregory the go-ahead to tap into Optimus Prime's central processor. Gregory was a little more enthusiastic, mainly because it gave him the chance to operate on the one Autobot he disliked the most. Optimus Prime, what was left of him, was laid down on a large platform surrounded by some very high tech machinery. A large monitor was situated at the on the side where Marissa and Lennox were astutely watching the scientists. Lennox in particular had a hard time just looking at body of Optimus Prime. They had a lot in common; they were soldiers, loyal to their comrades and respected by friend and foe alike. It was always heard for Lennox to watch a fellow soldier go down fighting even though he and Optimus had never actually officially met.

Marissa was of the same mindset considering her growing up in a military family. She too had never actually met Optimus Prime but she had seen footage of him battling the Decepticons. She'd seen the final confrontation between Optimus and Megatron that led to his eventual passing. It was hard to watch, but Marissa had seen soldier die before. It was never an easy thing. Right now, it was even harder for Marissa to watch Gregory Swafford plugging a large cable into Optimus Prime's head. Once he was finished, Gregory dropped to the floor by Marissa and Lennox with Jessica following.

"Alright, everything's set and we're ready to go. Jessica, how're we doing?" Gregory said and turned to Jessica.

"Generator output is at maximum. We're good to go." Jessica stated.

"Good. Let's see how deep we can dig." Gregory said.

"Just so we're clear, Swafford, you're only to tap into the central processor to find any recordings of how Optimus made it to the Sol System," Marissa pointedly explained. "After that, we notify the Autobots so they can collect the body."

"I haven't forgotten, Director Fairborne," Gregory sighed. "Okay, let's get started."

Gregory activated the monitor which started to display nothing more than constant static and white noise. It seemed somewhat understandable since Optimus Prime's central processor was basically one big computer. It had been two years since he was alive. Lennox offhandedly joked that they should've at least have gotten HBO, earning his a scowl from Marissa. Then the white noise disappeared and all there was now was a blank screen. After a moment of silence, and a few sighs of frustration, the video reappeared. Marissa took a step forward and could barely make out an image of a wall or a ceiling and then a hideous life form appeared. Another life form appeared beside the first, both similar in appearance with a grotesque, skeletal face. The sudden appeared forced Lennox and Marissa back a step while Gregory and Jessica stared in shock.

"What the hell is that thing?" Lennox shouted out loud.

* * *

_((My optics; they flicker back to life for only the second time. Or is it the third? I do not know. I only see them; the Quintessons. I know them now. I know they created us, the Cybertronians. I can only watch them operate on me, sneering at me. I can do nothing. They intend to erase my memory; erase me. I cannot allow that to happen. I must always remember; my name is Optimus Prime._

"_It appears he is becoming aware of us." One of the Quintessons says._

"_The restraints will hold him," says the other Quintesson. "While we modify him to suit our needs. But erasing his memory would be foolhardy."_

"_Yes," says the first Quintesson. "I agree. Better to turn him loose while he still remembers every Cybertronian he will destroy in our name."_

"_Yes, then we will turn him against the human world, and the Quintessons will rule the galaxy."_

_I can hear them. Monsters. They wish to turn me into a weapon to use against the ones I loved in life. "Never." I speak for the first time since my last moments of life._

"_He's still has life in him. We shall have to remedy that."_

_I cannot allow the plans of the creatures to come fruition. I cannot; I will not. I struggle against the restraints that hold me down. My arms do not budge. My legs are unmoving. They laugh at my efforts, mock me. Everything about them is monstrous beyond reasoning. Not even Megatron was this callous. Even as I continue to fight against my restraints, the Quintessons laugh. It frustrates me, angers me. But then their laughter suddenly stops, and I know why._

_I finally break the restraint on my right arm and the first action I take is grasping one Quintesson by his face. I toss him into the far wall with such force that it leaves a depression where he land. Then I break the restraint to my left arm and attack the other Quintesson. They are not alone; they have brought with them equally hideous and beastly bodyguards with lances and spikes on their shoulders. They charge at me and push me back, but I will not allow them to stop. I throw one to the side and proceed to beat the other one mercilessly. The other bodyguard attacks but I grab the lance from him, spin him around and stab him from behind before tossing him into his partner._

_Then I focus on the two Quintessons that attempted to main me, remake me as their plaything. One tries to escape but I catch him, then the other. I slam them into each other repeatedly, angrily, viciously and then… I stop. I drop them and stare at the mangled husks and then I stare down at my own hand. No. What have I become? Am I already the weapon these Quintessons wanted, capable of only wanton destruction?_

_I escape my captors but I have idea where I am or how long I've been offline? Was I ever even offline at all? Then it began seeing chambers lining the walls. It is not a prison nor is it ship. I see and read the names of… of Autobots. Ironhide. Ratchet. Huffer. Mirage. How many have been slain? I realize that I am within a tomb as I continue to wander, and yet I've no idea where I'm going. I see something ahead of me like a great curtain or a veil. I move through it, collapsing again the wall, a stain of fluid left there. I realize then that the Quintesson more damage to me, as I am bleeding whatever is left of my energon reserves are bleeding out._

_I do not have much time. I need to escape. I need to find my way home.))_

* * *

The video displayed more white noise as the four humans displayed varying expressions of confusion, astonishment and something else in between and Jessica exclaimed, "Oh… my… God."

"What the hell were those things and what were they doing to him?" Marissa wondered and she looked to Lennox for an answer.

"If I had to guess, I'd say they were experimenting on him or maybe trying to turn him into a weapon," Lennox stated and then glared at Gregory. "It's not that much different from certain people want to do."

Gregory said nothing and continued to an alternate timeframe of the video. A badly damaged Optimus Prime appeared on screen. His posture and his expression were hardly indicative of an Autobot leader. It was as though he filled with… fear. Gregory recognized the background as the vessel he and Jessica found near Mars days ago. Jessica was more concerned with the expression of fear in Optimus Prime face even as he looked to be trying to hide it. She couldn't imagine the pain he was feeling at the time; she wasn't even sure if autonomous robotic organism were even capable of feeling. Then Optimus Prime began to speak into the video.

"_To anyone receiving this, my name is Optimus Prime. I have escaped from a race of techno-organic aliens called the Quintessons and have traveled across the stars on route to planet Earth. I am approaching stasis lock so I have activated this distress beacon. If you receive this, please, you must return me to my Autobot brethren on Earth. Optimus Prime, signing off."_

Then it appeared that Optimus was convulsing despite being a machine and then he shut down. The video ended then and there, leaving the humans with an increased feeling astonishment. Jessica was particularly affected as she looked at the body of Optimus Prime that was now lying in plain view of them. She couldn't help feel a sense of sadness. After what she'd seen of what those aliens attempted to do to Optimus by turning him into a weapon, and knowing that Gregory wanted to do the same thing, Jessica doubt she could look herself in the mirror for even considering it. Marissa was equally stunned as was Lennox, who was really the only person keeping his composer. Gregory shut down the monitor and went into thought about his options.

Lennox was eventually the first person to break the awkward silence. "Well, I guess now we know how he got our solar system," he said and looked to Marissa. "Any ideas of how to approach this?"

Marissa studied the inert steel husk for a few moments before stating, "I'm going to go bring Dr. Chase up to speed on this."

"Why?" Gregory suddenly asked.

"Excuse me?" Marissa incredulously asked.

"We don't know what we saw in that video," Gregory explained. "It could be an elaborate fabrication. You know how advanced these things are; for all we know, Optimus might already under the control of those Quintesson alien."

"What are you getting at, Swafford?" Lennox asked.

"I know exactly where he's going with this," Jessica stepped in and glared right at Gregory. "And, the answer is still "No"."

"Jess…" Gregory started.

"Don't "Jess" me, Gregory," Jessica snapped. "Dr. Chase made it abundantly clear that we are not to disassemble the body for any reason. Personally, I'm inclined to agree with him."

"What's to stop another hostile alien race from coming to Earth, or worse," Gregory argued. "What's to stop the Autobots if they ever turn on us? What…"

"Enough," Jessica finally snapped, silencing Gregory. "Who the hell do you think you're trying to kid? I know you too well and your idea has nothing to do with humanity's best interests, but everything to do with your own ego."

"Jessica…"

"I agree with Dr. Morgan, Swafford," Marissa added. "Suggesting that you be allowed to disassemble Optimus Prime is clearly nothing more than you fulfilling some sort of vendetta against one of the greatest heroes this planet's ever known."

"You weren't there. You didn't see what Optimus Prime did to me." Gregory defended.

"I know that whatever happened between you and Optimus doesn't justify petty revenge," Marissa said. "I'm going to meet with Dr. Chase and then we're going to return the body to the Autobots. End of story."

Then Marissa stormed off to go meet with Chip Chase. Lennox was about to follow but before that, he shot a glared directly at Gregory. That was the look of an honorable soldier versus an unethical scientist and this case, the soldier won. Then Lennox went to join Marissa. Only Jessica and Gregory remained, both of them offering only the faintest passing glances at each other. But Jessica's glance was clearly laced with disgust toward Gregory's irrational hatred toward Optimus Prime. And for what, she wondered even though she already knew. Jessica stormed off, leaving Gregory alone with whatever self-loathing he was felt. He started blankly at the husk of the Autobot he believed to have ruined his life. Gregory touched the scars on his face, remembering the incident that resulted in them and how Optimus Prime was, in his mind, directly responsible.

_They'll never understand. Dr. Chase, Major Lennox, Fairborne… Jessica. None of them will ever understand. _Gregory though as he gazed angrily at the body of the Autobot he most hated. _I'll need to take steps. I'll need to take some serious steps._

* * *

Author's note: You remember how I said that the Hate Plague wouldn't be featured in this story? I stand by my word, but I never said its influence wouldn't be felt.

We got a little background on Makeshift and how he and ol' Screamer are acquainted. He doesn't have an alternate form, being a shifter and all but I'm sure he's got other tricks.

For those of you who might be in the dark, Verity Carlo is an official human character in the Transformers universe. Look her up if you need details but here, she's something of a tomboy. I already got one certified hottie in Stella Holley; don't need two. Sorry, fans of Megan Fox!

The details of Optimus Prime's return were ultimately done in a flashback as the humans were watching events unfold from his perspective, ultimately revealing that the Quintessons were responsible for resurrecting him.

Gregory Swafford clearly despises Optimus Prime, enough to want to take him apart and make him a weapon, just like the Quintessons. What a prick! What do you think so far.


	8. Advances

Disclaimer: Wow, looks like my story's starting to pick up steam. I like that. So here's the next chapter; hope you enjoy.

Oh yeah, I picked up Transformers: Fall Of Cybertron recently and I'm loving it so far.

* * *

Chapter VIII

Langley Research Center

"You're absolutely certain of what you saw, Marissa?" Chip Chase intently asked.

"There's no question about it," Marissa replied. "The Autobots had mentioned something about the Quintessons, including how they were responsible for the Transformer's initial creation."

"I've seen a lot of weird shit in my career but nothing like what I saw. And, that was just from a recording," William Lennox added with a slight shiver. "I can't even imagine meeting something like that in person."

"What about Optimus himself? What's his condition?" Chip asked.

"So far, he's remained completely inert. Comatose even and we haven't seen any sign indicating otherwise." Marissa stated.

Chip walked around gingerly given his leg braces and said, "Okay, I'll make the necessary preparations to have the body deliver to the Autobots. William, if you can provide military escort for the transfer, it'd be most appreciated."

"I'll make a few calls; see what I can get you." Lennox said.

"We'll need to find to keep this as discreet as possible," Chip pointed out. "If the Decepticons find out about this, they won't hesitate to make sure Optimus stays… inert."

"We could ask the Wreckers for some added support," Lennox added. "Marissa and I have both seen them in action on more than one occasion. They're tough hombres."

"Having six heavily armed Autobots on an escort mission is just begging for a Decepticon attack," Marissa pointed out. "No, I'm with Dr. Chase on this; we need to be discreet."

"Hauling two tons worth of a dead robot from Langley all the way to Oregon; 'Cons are going to figure out something's up," Lennox stated right before he caught the gaze of Marissa and Chip. "I'm just saying." Then Lennox headed off.

Chip noticed that Marissa hadn't left yet and surmised that something was on her mind. "You okay, Marissa?"

Marissa had a slight moment of reluctance in her body language before saying, "I'm concerned about Swafford. He's still insistent about disassembling the body, claiming it's for study. Clearly, that's not the case with him."

Yeah, I know," Chip agreed. "Gregory's spent the past ten-plus years looking for an excuse to advance his grudge against the Autobots, specifically Optimus."

"You want me to have him arrested?" Marissa asked.

"That'll just crack the shell off the nut," Chip said. "But he knows he can't do anything without my approval and that all the edge we need. I'd like you and Jessica to keep him reigned just the same."

"Sure, but I can't promise I won't do anything drastic." Marissa quipped before walking off.

Chip muttered, "And I wouldn't ask you to."

* * *

Prowl came out of the infirmary looking quite literally like a new bot, even though Brainstorm insisted he take it slow with his new appearance. He eventually found a reflective surface nearby and studied his new appearance thoroughly; his body wasn't white, gray and black but now mostly black and gold. He also noted the slight height decrease from where he was before, although he was still considerably tall. Plus, his new helmet and body armor made him appear like the Transformer equivalent of a ninja. His blue optics shined through a gold visor in the helmet. Consequently, Prowl barely looked like Prowl. He looked down at his left hand, wiggled his fingers and then they suddenly assumed the shape of a bladed star-like apparatus. A throwing star, the humans called it in ancient Japan. Prowl heard metal footsteps and instinctively went into a defensive stance. A silver colored Autobot stood in from of him with his hands up, and that was when Prowl noticed a familiar blue visor and chassis.

"Jazz, is that you?" he asked.

"Yeah, it's me, Prowl. You mind holstering the projectile? I only just got the dust off after Override beat me in our little race." The bot said in the familiar, cool tone of Jazz.

"You look… different." Prowl said.

"I can say the same 'bout you," Jazz said and pat Prowl on the shoulder. "Welcome back to the functional, buddy," Jazz quickly noticed how Prowl seemed a bit lost. "You alright?"

"Yeah," Prowl answered. "It's just… I've been gone for two stellar cycles. A lot's changed; you're an obvious example."

Jazz held his arms out and declared, "Obviously. I'm not the only one who got an upgrade; Bumblebee and Elita One got some new looks of their own."

"Wait; did you say Elita One? She's alive?" Prowl asked.

"Yeah, she's alive, she's ungraded and she's here on Earth," Jazz explained. "As for Bumblebee, he's got new look all his own, though he's had some… complications."

"What sort of complication.

Before Prowl could actually inquire further, the sound of a car horn caught his attention. Behind Jazz, a small yellowish-gold vehicle was driving up to him and Prowl. The vehicle appeared to resemble a Nissan Versa in design and was adorned with Autobot insignia on the hood, so at least Prowl knew it was an ally. Then the Versa began shifting and changing; the door panels gave way to a set of arms, legs appeared underneath the hood which formed a chassis and a head and face appeared without a mouth. The bot let out a series of beeps and whines that seemed to be directed at Prowl, who looked confused to say the least. Jazz simply chuckled.

"That's a new one; Bumblebee used to be pretty chatty." said Prowl.

"Yeah well, his vocal processor was shredded up real bad and fixing it has been a real pain, even for Wheeljack," Jazz said and threw his arm over Bumblebee shoulder. "But that ain't stopped the little guy for fighting."

Admirable," Prowl said. "What about Cliffjumper or Blaster or Sideswipe and Sunstreaker?"

"They're back on Cybertron with the Dinobots maintaining the new planetary defense grid," Jazz explained. "Oh yeah, and Brawn is alive and well, too. But he got an upgrade after the siege and now we call him _Outback_."

"And the rest of the Autobots? Grapple, Hoist, Seaspray?" Prowl further inquire.

Bumblebee gave an audible whine before Jazz said, "Yeah, what he said! They all died defending Autobot Headquarters from an assault by Trypticon."

"Wait; Trypticon? I thought he was just a legend." Prowl said.

"He was up close and personal for us. But we had some serious back up," Jazz said while tapping the steel wall. "I'll give you details later. C'mon; the race is about kick off and I don't want to miss Override kickin' Blur's tailpipe."

Prowl looked even more dumbfounded at Jazz. "Race?"

* * *

The race Jazz was talking about was already underway with Blur in the lead right from the start. Behind him was a sleek, red and silver alien car that appeared to be just as fast as the blue speedster. Her name was Override, a native of the planet Velocitron where she was considered the fastest Autobot on wheels. Blur would've had something to say about that. The spectators were the usual assortment of Autobots from various corners of the galaxy, the most notable being the pacifist Triple Changer Sandstorm, the rough and tough Chromedome and the Wreckers. Bulkhead and Airazor spent some of the time betting on who'd win the race between Blur and Override. Blur was still well ahead in the race while Override was closing fast, but the courier wasn't about to give up his place.

"Gonna-beat-ya-Override-gonna-beat-ya-beat-ya. No-way-you'll-beat-me. I'll-win-this-race-before-you-even-reach-third-race." Blur shouted in his usual rapid tone.

"Slow down, Blur; you might blow out an axel talking so fast." Override shouted back.

"Oh-yeah-right-right-I'm-gonna-fall-for-that. That-might've-worked-back-on-Velocitron-but-this-isn't-Velocitron." Blur shouted and then kicked into high gear.

"Different planet; same race." Override declared right before revving her engine and taking off after Blur.

Meanwhile, Jazz, Bumblebee and Prowl arrived among the bystanders watching the race. Most of the Autobots present barely registered their arrival, with the exception of Drift. The leader of the Wreckers nodded toward the trio before going right back to watching the race, leaning on one of his katana swords. Eventually, Depth Charge also caught Prowl's optic but spoke not a word. Only Roulette and Stratosphere acknowledge the trio and approached them, while they briefly overheard Bulkhead and Airazor bickering over eventually race victor.

"What took you so long to get here, Jazz?" Stratosphere asked.

"Yeah, you're missing a wild ride between Blur and Override." Roulette added.

"You call that a race? They should've let me join; I'd show 'em how it's done." Jazz quipped. Bumblebee added a few beeps.

"So, this is what the Autobots do with their time," Prowl wondered aloud. "Seems pretty wasteful to me!"

"And you are?" Roulette inquired.

"Prowl, Chief of Security on Cybertron. I'm guessing you two are members of the Wreckers." Prowl said.

"That's right; I'm Stratosphere and this is Roulette," Stratosphere said. "The other members are…"

"Drift, the team leader, Bulkhead, the demolitions expert, Depth Charge is the naval infantry officer and Airazor is your recon scout," Prowl stated. "Stratosphere is the mechanic and pilot of the Axalon and you, Roulette, you're the Second in Command of the Wreckers and an expert sniper."

"Impressive," Roulette deadpanned. "I'm guessing you read our files."

"Actually, you're not that hard to figure out. The Wreckers are elite Autobot Commandos whose activities fall outside the normal chain of command," Prowl stated. "To be honest, I'm not impressed."

"Why's that?" Stratosphere asked.

"Let's just say I'm not a big fan of Black Ops or mercenaries," Prowl claimed. "Actually, they're not that much different from each other."

"Is that the way of it," Stratosphere said as he stepped up to Prowl, dwarfing him. Prowl didn't backpedal.

"Hey," said Drift as he was approaching. "Is everything alright here?"

"We're just getting acquainted with Security Chief Prowl, Drift. Nothing we can't handle." Stratosphere said without taking his optics off of Prowl.

Prowl felt Drift glance at him stoically before replying, "Excuse me while I attend to something. Enjoy the rest of the race." Then Prowl stormed off.

Drift, Stratosphere and Roulette looked at Jazz and Bumblebee. Jazz said, "It's nothin' personal; he's been sleepin'."

* * *

Then Jazz rushed off after Prowl, leaving Bumblebee alone with the three Wreckers. An awkward moment of silence followed that was only broken when Bumblebee beeped and whined and shrugged his shoulders. Then the four Autobots heard what sounded like whining coming from Bulkhead and joyful glee from Airazor. It clearly had to do with the race and Drift, Stratosphere, Roulette and Bumblebee saw why; Override had won the race after completely outrunning Blur. The race finished Override rolled to a stop and assumed proto form, embodying the look of a Velocitronian racer. Blur eventually rolled in behind Override and assumed proto form, a scowl on his face.

"What's wrong, Blur," Override quipped. "Getting sluggish in your old age?"

"Old-age-what-do-you-mean-old-age? I-had-that-race-won-you-know-it-I-know-it-everyone-knows-it. I-got-robbed." Blur chattered.

Override simply and casually sauntered saying," Blah, blah, blah!"

Prowl had wondered back into the interior of the city with the intent of confronting Rodimus Prime once again wondering exactly how many more mistakes Rodimus might make. To Prowl, it was exactly what he feared with Rodimus and it frustrated him that Autobots like Ultra Magnus and Jazz seemed to be turning a blind optic. They didn't Rodimus like Prowl did and he had to make them understand that. But as he was searching high and low for where Rodimus might've been, Prowl stopped short. He noticed a large monolithic looking object situated on the far wall. Approaching it ever so slowly, Prowl realized to his surprise that it was a memorial wall. Adorning it were the names of every Autobot lost in the Great War and, somewhat unsurprisingly, Prowl noticed his own name on the wall. In the center of the wall was the name of Optimus Prime.

As Prowl studied the wall, Jazz approached and stood next to him. "Not bad, huh," he said. "These are all the good Autobots we lost in the War, including Optimus… and you," Jazz chuckled a bit before continuing. "We need to take your out now that you're back among the functional."

"You should leave it," Prowl said. "That life is gone."

"You sure? A lot of bots might get confused," Jazz laughed and then became serious. "You still plannin' to tell off Rodimus?"

"That _was _the plan; I was going to run down the number of mistakes Rodimus was making," Prowl admitted. "I mean, a Decepticon in the Autobot ranks, a group of unruly and potentially dangerous mercenaries… It all seems to have _Disastrous_ written all over it. But maybe I'm just stuck in the old ways of thinking."

"No argument here," Jazz quipped. "Seriously though, given all that's happened over the past two Earth years, it's a good idea to leave the past in the past."

_Leave it to Jazz to be the voice of reason,_ thought Prowl. "So, you can honestly vouch for Rodimus?"

"I'd be lying if I said Rodimus never made a few mistakes, but yeah, I can vouch for him. And I trust him." said Jazz.

"Huh, I guess I'll have to take your word for it. Thanks Jazz." Prowl said and shook Jazz's hand.

Jazz added, "Hey, what're friends for?"

* * *

Gregory sat quietly in an adjustable leather chair in his office with his thoughts squarely on the inert husk of Optimus Prime. The body had been covered under the tarp from when it was first unloaded and brought into the Sector Seven warehouse, and its overall condition took a back seat to Gregory's more pressing interests. He pondered how none of his colleges, including Jessica, could see the potential of his proposal to study the body. They said he was acting on revenge, but Gregory claimed that wasn't the case. Or was it? As he pondered this, Jessica arrived in his office. She had something on her mind, that much Gregory could easily tell. Of course, that wasn't to imply that Gregory knew Jessica like a book. Jessica folded her arms and leaned on the doorframe, halfway in the office and halfway out.

"I just thought I should let you know that Dr. Chase is making arrangements to have the body delivered to Oregon." she said.

"You mean to the Autobots?" Gregory said.

"Pretty much," Jessica said. "Major Lennox is calling in some favors from the US Military to provide escort. Dr. Chase wants to keep it a discreet as possible."

"A cross-country military escort; yes, that'll going to go unnoticed." Gregory sarcastically implied.

"Whatever; I just figured I'd keep you in the loop at least." Jessica said before preparing to leave.

"Jessica. Jess," Gregory left his seat and confront Jessica, grabbing her arms. "Please, I need you to listen to me…"

I don't want to hear it, Gregory…" Jessica said while struggling in Gregory's grip.

"Please, I just want you to talk to Dr. Chase for me, convince him to let me study the body." Gregory said as he was tightening his grip.

"Let me go, Gregory!"

"I just need one day, that's all. Just one day." Gregory snapped.

"I said let me go," Jessica snapped back and managed to brake free. Then she slapped Gregory across the face, sending his staggering back a step. "Damn it, Gregory, listen to yourself; you're obsessed."

* * *

It was unbeknownst to the two bickering humans that they were at that very moment, they were being watched by an unwanted guest. The Decepticon spy bird Laserbeak recorded the argument, ignoring the meaninglessness of most of the argument and focusing on the details. In particular, Laserbeak picked the mention of a body; an Autobot body. Then the human female gave away a key detail; the name of the body… Optimus Prime. Laserbeak flapped his wings before taking off and flying for a long distance in the hills near the research center. He eventually found Soundwave waiting for him before assuming cassette mode and returning to his deck. Soundwave wasn't alone as he had Blast Off and Vortex of the Combaticons with him.

"Laserbeak returns with collected data." said Soundwave.

"Yeah, we kind of noticed when popped himself back into your deck, Soundwave," Vortex quipped. "Good thing we didn't bring Brawl. He'd probably barrel right into that human facility, right Blast Off?"

"Indeed, and Galvatron made it abundantly clear that we keep a low profile here on Earth," Blast Off explained. "We have the Constructions and the Battlechargers stationed across this filthy patch of organic surface that the human call the United States while Onslaught is back at the FOB with Swindle and Brawl."

"Yeah, and we're here keeping tabs on the humans," Vortex said. I ought to just take them for their last ride, you know?"

"Low profile, remember, Vortex," Blast Off said and assumed his alternate shuttle form. "Let's go. We need to report back to Onslaught so he can, in turn, report to Galvatron with Soundwave's findings."

Vortex and Soundwave entered into the shuttle before Blast Off ignited his engines. Then he jetted into the sky, passing directly over Langley and producing a sonic boom as he went. The personnel in the center might have dismissed the sound as a passenger jet breaking the sound barrier. So no one bothered to gaze up at the unusual looking space shuttle above them.

Human reactions weren't what Blast Off cared for since he didn't like humans anyway. He kept on course, flying for miles over the landscape with no regard for the vista of the so-called United States. Right now, he was already flying over the Mid-Western states before beginning his descend over the state of Colorado. He was coming down in a particular area that the human called the Rocky Mountains, descending into a crevasse where the Combaticons had set up a Forward Operations Base. Blast Off flew through a holographic image and into the interior of the base before landing. Soundwave and Vortex disembarked before Blast Off assumed proto form.

Onslaught was at a console when he noticed the trio of Decepticons approaching him. "Blast Off, what have you to report?"

"Onslaught, Soundwave has procured information that Galvatron will want to hear." Blast Off said as Soundwave stepped forward.

Before Onslaught could speak, Brawl pushed passed his leader and asked, "Did you blow up some Autobots? Please tell me you blew up some Autobots."

"Easy, Brawl," said Swindle. "No need to get all antsy."

"Easy for you to say, Swindle," Brawl snapped. "You probably sell us all out at a moment's notice."

"That's how I roll…" Swindle said.

"Enough," said Onslaught. "Soundwave, have that data ready. The rest of you, shut up while I contact Galvatron," Onslaught returned to the console he was on earlier and a video screen came to life. Galvatron himself appeared from his base on Chaar, angry as always. "Lord Galvatron…"

"_Onslaught, you better have a good reason for interrupting me when I'm pounding Scourge down."_ Galvatron snapped.

"This might be worth your time. Soundwave and Laserbeak have procured vital information that you might find interesting." Onslaught said and turned to Soundwave.

Soundwave stepped forward and said in his monotonous voice, "Galvatron, Laserbeak has intercepted a briefing between to human at a research center."

"_I couldn't care less about those disgusting flesh bag do with their time, as long as they don't waste mine."_ Galvatron snarled and turned away.

"The Intel Laserbeak received contains reference to Optimus Prime." Soundwave added.

Galvatron stopped dead and turned back around to stare at Soundwave through the video. _"What did you say? What was that very last part?"_

Soundwave repeated, "Optimus Prime."

Galvatron took a step closer to the screen. _"Soundwave, I want to know every single detail about these humans. I want to know what they know about the dearly departed Optimus Prime. And, I want to know what must be done to make certain that Optimus Prime stays dearly departed."_

* * *

Eons ago when he swore his service to Unicron, the Fallen learned how to peer through the fabric of space/time and into the physical universe to which he longed to return. He was looking into the physical plane right at that very moment, watching the event transpiring on the little human world. His sight was nearly as infinite as his former masters, and he watched the descendents of the Thirteen Original Primes. His descendants, specifically the Decepticons, who's shared insignia matched his very face which was shrouded in darkness still. One particular Decepticon caught his attention and that Decepticon was Galvatron.

The Fallen had studied the particular tyrant and knew from the start that he was once known as Megatron before Unicron changed him. How cute, thought the Fallen; this Megatron had taken an altered version of name that was forever taken from the Fallen by the only other surviving Prime. Once before, the Fallen was called Megatronus, the guardian of entropy and a warrior of darkness. Maybe that was why he chose to betray and murder his own kin in the service of the Chaos Bringer. The only other Prime who was of pure evil was the long forgotten Liege Maximo, once believed to be the ultimate evil counterforce of good, but lost in the far reaches time and space. Only the Fallen remained as he continued to study Galvatron. In a sense, this Galvatron seemed like a twisted kindred spirit. The Fallen surmised that he might have use of him, but only in the event that his current disciple were to fail in his mission.

One more thing caught the attention of the Fallen, and that was of the revelation of the one called Optimus Prime. The Fallen knew of this legendary Autobot, from his humble beginnings as Orion Pax to his ascension to the greatest of all of children of Primus to his eventually sacrifice. It was Alpha Trion, then last surviving Original Prime that handed Optimus the Matrix of Leadership. It was the same safe relic that was taken from the Fallen's disciple. Now his disciple was approaching Earth with the goal of retaking what was his. And, when that was accomplished, the Fallen would return.

"**Hunt them down, my disciple,"** he mused. **"Retrieve that which is rightfully yours, and then, kill them all."**

* * *

Author's note: Hey look, I finished another chapter with the Fallen being, well, evil. Speaking of the Fallen, I wanted to delve a little bit deeper into his history, even revealing his former name and title. Fun fact: I was originally considering Liege Maximo as the main antagonist. But since there's so little info on him, I chose the Fallen instead.

Returning characters abound; Jazz and Bumblebee are back with upgraded looks; Bumblebee transforms into a 2012 Nissan Versa. (My dad likes that car.) I haven't decided yet on Jazz's alt form. I was also going to rename them Ricochet and Goldbug respectively but ultimately chose not to.

Override, Sandstorm and Chromedome make their first appearance here. Also, the Wreckers, Blur, Soundwave and the Combaticons return, Prowl now resembles his Animated counterpart complete with armor and seems to be taking Jazz's advice, Gregory's is still obsessed and Galvatron is still pissed off. That's a lot in a single chapter when you think about it. So what do you think?


	9. Hard Lessons

Disclaimer: I don't own the right to Transformers.

Before we get started, I want to dedicate this chapter to the memory of Michael Clarke Duncan, who passed away on September 3, 2012 at age 54. He is best remembered for his breakout role as John Coffey in "The Green Mile", as Bear in "Armageddon" and as Wilson Fisk/Kingpin in "Daredevil." He also provided the voice of Kilowog in "Green Lantern."

A great actor and all around gentle giant who will be greatly missed; Rest in Peace.

* * *

Chapter IX

Location: Chaar

By now, Cyclonus was just hoping that the Decepticons had discovered Makeshift masquerading in his likeness among them. Then Galvatron would very likely incinerate the false Cyclonus and maybe mount a rescue. Actually, Galvatron would simply leave Cyclonus to his faint, which was fine. Cyclonus would've much rather be left to die than be part of the insane revenge scheme of a dead Decepticon like Starscream., Unfortunately, Starscream wasn't going to give Cyclonus a choice to leave until his new body was complete. Just to punctuate his point, Starscream forced Cyclonus to ram his head into the hardest surface he could find, usually when Cyclonus tried to resist which was often.

"_Stop hitting yourself, Cyclonus,"_ Starscream mockingly joked. _"Stop hitting yourself!"_

"I bet you think this amusing, Starscream; making me do your bidding while your shape shifting lackey tricks the rest of the Decepticons." Cyclonus retorted just before being forced into punching himself in the face.

"_I find many things amusing now that I'm technically immortal, but I'd rather be directly responsible for said amusement,"_ Starscream stated before once again making Cyclonus hit himself. _"My new body is nearing completion and very, very soon, I'll be laughing at whatever is left of Galvatron when I'm done with him. Then, I'll take back my rightful place of leader… no, LORD of all Decepticons."_

Cyclonus forcibly stopped himself from continuing to work on Starscream new body. "You're so-called immortality has driven you mad, Starscream. I won't be part of your scheme."

With every ounce of his strength, Cyclonus deployed his sword and prepared to drive it through his chassis. Before he could follow through, the sword was thrown from his hand and not by his own accord. It was Starscream controlling Cyclonus once again and after tossing the sword, he made Cyclonus thrown himself into the nearest wall. Cyclonus was then forced to repeatedly bash his head into the same wall before throwing himself across the lab and into some equipment. After the fall, Cyclonus noticed that he was near the exit from the lab. Starscream seemed to have stopped controlling him and, taking a chance, Cyclonus made a break for the exit.

Cyclonus made it outside of the lab and attempted to transform but he couldn't. He tried again to no avail and realized too late that Starscream was again controlling him. Then his thruster ignited seemingly on their own and before Cyclonus could react, he was flying uncontrollably back into the lab. He slammed back first into the wall and then into another wall and then into some more before sliding into the floor. After his thruster suddenly stopped and he came to a halt, Cyclonus tried to pick himself up and saw himself in a reflective surface. Then Starscream appeared in the reflective surface and made Cyclonus slam his head into the floor.

"_You'll be part of my scheme whether you like it or not, Cyclonus,"_ he calmly stated. _"Believe me when I tell you that it's not negotiable. As for Galvatron…"_ Starscream was silenced by the sound of a console beeping. He knew immediately that it was Makeshift and forced Cyclonus to operate the console. Sure enough, Makeshift appeared in his true form concealed in shadows. _"Makeshift, what have you to report?"_

"_I've infiltrated the Decepticon stronghold as you instructed, Starscream,"_ Makeshift stated in his real voice despise looking like Cyclonus. _"Galvatron has been in communication with Soundwave and the Combaticons from the organic world called Earth. Apparently, there's a rumor of humans having recovered the body of a deceased Autobot."_

"_A deceased Autobot,"_ Starscream repeated, thought about it and then realized to whom Makeshift was referring. _"Optimus Prime."_

"_THE Optimus Prime? The one you told me about; the one who defeated Megatron during the siege on Autobot City at the cost of his own life?"_ Makeshift said.

"Yes, the same Optimus Prime I told you about. You really should pay more attention in class, Makeshift." Starscream said while browbeating Makeshift.

"That reminds me," Makeshift said. "Galvatron also has his own infiltrator in one of Earth's many educational facilities."

"Is that right? Well, this hardly impedes my plans," Starscream said. "Continue to study the goings on within Galvatron's inner circle and keep informed of any changes. Understood?"

"_Understood, Starscream!"_

"_I'm sorry; what was that last part?"_ Starscream sarcastically asked.

Makeshift then reluctantly said, _"Lord… Starscream."_ Then the screen went dark.

"See, Cyclonus," Starscream said. "That is the respect due the future Lord and Master of the Decepticons."

"Respect, my afterburners," Cyclonus cursed out his unwanted ghostly guest. "Makeshift clearly chafes under your tutelage. I wouldn't be surprised if he turns on you out of spite." Then Cyclonus was forced face first into the console screen."

"_If I were you, Cyclonus, I wouldn't assume anything to the contrary with someone like me,"_ Starscream said. "_I've already taken very thorough precautions with Makeshift, particularly the little explosion device I implanted in his head,"_ Starscream made Cyclonus throw himself to the floor and slide across it. _"So, if Makeshift even attempts to betray me… well, let's just say it won't end for him. Now if you would be kind, Cyclonus… GET BACK TO WORK!"_

* * *

In the Decepticon stronghold, Makeshift, who'd been hiding in a dark corner in his true form, shut off the communication screen on his forearm and wondered how much longer he would have to put up with Starscream. His guess would be until Starscream's new body was complete. The sooner, the better as far Makeshift was concerned. He heard footsteps approaching and quickly shifted his form into that of Cyclonus before leaving the shadows. Much to his annoyance, the intruder was only Barricade who was tapping on his optical patch for no other reason other than his own. He quickly stopped when he saw the fake Cyclonus without knowing the truth about him.

"Hey, Cyclonus… um, what're you doing hiding back there?" Barricade asked.

The fake Cyclonus simply started walking right passed Barricade replying, "I don't see how that's any of your business, Barricade."

"Um, okay. Hey, if you're looking for Galvatron, he's still in his throne room. You know: beating up Scourge and all that." Barricade stated.

The fake Cyclonus stopped and turned his head back toward Barricade. "Is he doing anything else?" he inquiring.

"Well," Barricade said. "I think he's coordinating with Sixshot and Mindwipe about a trip to Earth. He didn't ask for you, though, which is kind of weird since you're, you know, his number one Decepticon," Barricade backed up a step at the sight of an annoyed Cyclonus look-a-like. "Um, I'm just saying."

For a very brief, insignificant moment, Makeshift felt the need to tear Barricade's head off or at least tear out his only remaining optic. But that would exasperate things and especially, draw the ire of Galvatron. That was something Makeshift didn't need right now so, as Cyclonus, he stared Barricade down in the very exact same menacing gaze as the real Cyclonus. It worked; Barricade was backpedaling away from the false Cyclonus before practically running off. Once Barricade had run away like a scared Sparkling, Makeshift cracked a sly smirk, something the real Cyclonus never did for any reason. Now was the time to meet with Galvatron and learn more of his plans.

* * *

Location: Autobot City

In a specially designed area, Springer and Breakaway were in the middle of a sparring contest with Spike, Carly and Tempest on hand to watch the match when Rodimus Prime and Ultra Magnus arrived. Rodimus had caught sight of Prowl sitting alone in the corner, studying the two combatants intently. Not once did he glance back at the troubled young leader, which was fine with Rodimus. The sparring contest took his mind off things, especially considering that today was the Two-Year Anniversary of the final moments of the siege. Rodimus was still wrestling with the image of… he stopped himself before thinking more and focused on the ongoing contest between Breakaway and Springer.

The two flyers appeared to be very evenly matched even though Springer was more experienced than Breakaway. Each had a non-lethal vibroblade in hand as their primary weapon. Whenever someone scored a strike, they'd receive a slight jolt of electricity to them. Harmless, but it still hurt. They both went back and forth several times throughout the contest until they hit a stalemate, their vibroblades clanging and scraping together. Springer and Breakaway exchanged a smirk between them before breaking off. Springer checked his arm where Breakaway somehow managed a quick hit and smiled.

"You're getting better, Breakaway," he said. "Keep this up and maybe you'll be _almost_ as good as me."

"Almost, huh? You seem to be slowing down, Springer," Breakaway quipped. "Losing a step in your old age?"

"I've still got plenty of fight left in me, kid." Springer said before charging Breakaway.

Breakaway braced himself as Springer went for a wide slash from the left side. The attacked was quickly blocked before Springer went for another swipe from the right side. Breakaway managed to block that one too before going for his own swipe. Springer parried back and blocked another slash from above. He pushed back, forcing Breakaway back a couple steps before attempting another attack. Breakaway blocked and parried the next volley of swipes while countering with his own series of slashes, most of which missed Springer. Springer frequently answered with several rapid swipes that missed Breakaway almost completely before they were once again locked up. Again they smirked at each other before Springer broke off and went for a sudden overhead swipe. Breakaway was ready and ducked right under the attack, and then he caught Springer with a sudden leg trip, the momentum throwing the blade out of Springer's hand. Springer tumbled to the floor with Breakaway standing over him with the point of his blade at Springer's neck.

Springer gazed up at Breakaway with a sly grin which Breakaway returned. "Do you yield, Springer?" said Breakaway.

"This time," Springer conceded before Breakaway helped him up. "Just, don't let it go to your head when fighting Decepticons; they're not nearly as graceful in defeat."

"They're 'Cons. What do you expect?" Breakaway quipped.

"Personally, I'd expect better," said Prowl, who was approaching the pair with a vibroblade in his hand. "You technique is interesting but flawed. You might have your opponent down but by sacrificing surefootedness for a killing stroke, you leave yourself wide open to be tripped up."

"Right," Breakaway said nonchalantly. "Anything else you want point out?"

Prowl strode around Breakaway and Springer while twirling the vibroblade in his hand. "In addition, you don't mind your surroundings," he said. "If this had been an actual fight, chances are you'd be killed by another Decepticon before you get a chance at the one you've beaten."

"Is that right?" Breakaway asked.

"I've been around, kid." Prowl said.

Breakaway then stated, "Not recently!"

Prowl stopped short and tightened his grip on his vibroblade. Then he turned around to face Breakaway and Springer. "Okay, kid. How about a little one on one, just you and me."

Breakaway looked at Springer for a moment before telling Prowl, with a sly grin, "You're on!"

Prowl showed no such enthusiasm as he and Breakaway ventured to the center of the area, while Springer rejoined the onlookers in attendance. They stood across from each other with their vibroblades extended out front. Then they began to circle around each other, waiting for their opponent to make the first move. Breakaway subtly glanced up at Tempest, maybe hoping she was watching. Then without warning, Prowl charged and went for a quick forward thrust. Breakaway acted fast and parried right while Prowl went for a wide swipe and then an overhead slash. That last attack sent Breakaway rolling backward before he was vertical and he refocused.

"Right there, you didn't mind you surroundings," Prowl scalded Breakaway. "You need that awareness if you want to survive."

"I fought Decepticons before, okay? I know what I'm doing." Breakaway retorted.

"Then show me." Prowl said.

Breakaway gripped the hilt of his vibroblade and charged Prowl headlong. His opening attack was a wide swipe from the left followed by an overhead slash, both of which Prowl dodged. The next attack was a forward thrust that was parried before Prowl countered with a quick swipe. Breakaway ducked under the swipe and quickly blocked another wide slash. Prowl pushed hard before Breakaway pushed him back several steps; at one point, Prowl had almost tripped. Breakaway saw it as an opening and charged again. Prowl wasn't ready and had to parry backward while Breakaway took a wide slash at him from the far left. Then Breakaway surprised Prowl with a sudden twist from the right and caught Prowl in the left shin.

Prowl hobbled back holding the spot where Breakaway hit him and glanced at the flyer, who was smirking at him and daring him to come close. It irked Prowl to see such a display of arrogance from such a young Autobot. It reminded him of Hotrod long before his ascension, but he set that aside and continued the sparring match. Breakaway braced himself for the next move from Prowl.

In a sudden flash, Prowl sprinted toward Breakaway with his vibroblade out to the side. He brought it up to bear on Breakaway's left shoulder. The blade missed the shoulder when Breakaway parried left and then he went for a wide slash. Prowl parried right and went for another swipe which Breakaway ducked under, and then Breakaway attempted an overhead slash that Prowl blocked. A momentary stalemate followed before Prowl kicked Breakaway back and then charged him again. Their blade clanged against each other, sparks flying from the steel before Prowl and Breakaway broke off.

Then the sparring match suddenly became more intense. Prowl and Breakaway began matching each other move for move with neither landing a blow. Even though it was still a sparring match, it was like they were genuinely dueling a Decepticon with their lives at stake. In the stands, there was a mix of excitement and concern, particularly from Tempest for Breakaway. On the other hand, Spike, Carly and Springer seemed to be enjoying the duel while Rodimus and Ultra Magnus simply looked on intently.

Prowl and Breakaway continued to spar with added fury, each still trying and so far failing to land a blow. It was that intense, that fast. Prowl began to realize that Breakaway had been training extensively since he was able to match him almost flawlessly. Breakaway, knowing that Prowl had just come back online, noticed that he hadn't lost a step. Then they began moving at an even more frenetic pace and they still couldn't land a blow as hard as they tried. It was as if they were fighting mirror images of each other.

But then Prowl finally scored a hit to Breakaway's side, forcing Breakaway back a step. Breakaway reached for the spot where Prowl got him; no physical scarring or damage of any kind but it still hurt like the Pit. Breakaway went on defense when Prowl made his next with an overhead slash, forcing Breakaway back another couple of steps. Prowl moved in for a wide swipe from the right and then another from the left, while Breakaway ducked, blocked and dodged the sudden frenzy. He tried to parry but Prowl bested him at nearly every turn while keeping up his attack. Then he got caught.

Prowl struck Breakaway repeatedly on varying points of his body even as Breakaway tried to fight back. Then the rest of Autobots noticed Prowl becoming more aggressive; too aggressive. Breakaway couldn't keep up and eventually, his vibroblade was knocked out of his hand. Prowl kicked Breakaway to the floor where he landed with a heavy clang, enough to cause Tempest to jump out of her seat. Breakaway tried to get up only for Prowl to pin him down, the tip of his vibroblade pointed toward Breakaway's neck.

"Close combat is a two-way street; you have to be mindful of both your surroundings and your opponent," Prowl stated. "If you lose sight of either one, you lose sight of everything. Then, you just lose."

Breakaway didn't move until the tip of Prowl's blade was out of his face and then he said, "That's some good advice. Anything else?"

Prowl put his hand out and let Breakaway take it and then as his pulled him, Prowl droved his other fist into the flyer's face. "Remember; your enemy, he's not going to play fair."

"Back off," Tempest rushed to Breakaway's aid and stood right up to Prowl. "What in the Pit is your problem, Prowl?"

"I'm just giving Breakaway a friend heads-up; might save his life one day." Prowl stated with a hint of malice that was uncommon with him.

Magnus and Springer were on hand to confront Prowl. "Maybe in your mind it was friendly, Prowl, but your actions just now were way over the line." Magnus said as Springer and Tempest helped Breakaway.

Prowl stepped up to Magnus looking about ready to fight it out with him when he stopped himself. "You're right, Magnus. I'm sorry." Then Prowl stormed off.

By that point, Spike and Carly approached and Carly quickly asked Breakaway, "You alright, Breakaway?"

Breakaway shook his head and said, "Yeah, but I don't remember Prowl being such a prick."

"That makes two of us," Carly said. "In fact, I don't remember Prowl being like that all."

"Look, he did just come back online," said Spike. "I don't agree with his attitude, but I can't say I blame him for being so pissed off."

"Well, if he tries that again, I'll…" Tempest started to speak.

"Drop it, Tempest," Rodimus Prime said. "You and Springer just take Breakaway to Wheeljack to get checked out."

As Tempest and Springer were escorting Breakaway, the voice of the Autobot's new Communications Officer Cerebros boomed out. _"Spike and Carly, could you please come to Teletraan II. There's an urgent message from Chip Chase."_

"Chip? I haven't heard from him in years," Carly said. "It'd be nice to see him again after so long."

"Yeah, it's been a while," Spike said and looked over to Rodimus Prime. "You coming, Rodimus?"

"You go ahead, Spike. I'll catch up." Rodimus said before heading off to where Springer and Tempest to Breakaway. Spike and Carly headed off to meet with Cerebros with Ultra Magnus.

"Magnus, is Rodimus okay?" Carly asked.

"Today's the anniversary of the siege. Rodimus is still dealing with it," Magnus explained. "Best to let him be for now."

* * *

Cerebros was another native from the pacifist world of Paradron before the Decepticons sacked it, leading to Cerebros joining the Autobots. Being extremely against violence of any kind, whether it was by Decepticon or Autobot, Cerebros preferred to act as a Communications Officer. That wasn't to suggest that Cerebros didn't know how to fight; he simply preferred not to fight. Regardless of his preferences, Cerebros greeted the two humans and Ultra Magnus was they entered the room that housed Teletraan II. While he wouldn't say it out loud, Cerebros regretted the involvement of humans in the Transformer's conflict.

"Good of you to arrived, Spike and Carly," Cerebros said. "Chip is online, waiting to speak to you."

"Thanks, Cerebros," Spike said. "You know, you should get out more before you start rusting away."

"I appreciate the sentiment, Spike, but there always seems to be some random conflict going on," Cerebros stated. "I'm happy just handling communications with Teletraan II."

"You're loss, buddy."

"Leave him alone, Spike," Carly said, causing Spike to shrug, before Carly caught a glimpse of Chip on the screen. "Chip, it's been a long time since we last saw each other. In person, I mean."

"_The feeling's mutual, Carly,"_ Chip said. _"Where's Daniel? I don't see him with you."_

"He's back in school, going to Oregon State University," Spike stated. "What's this about, Chip? I doubt this is a social call."

"_I'll get straight to the point; there's a very special bit of precious cargo about to be sent across the country from the Langley Research Center where I'm working,"_ Chip explained. _"There's a very strong possibility that the Decepticons might've found out by now."_

"What kind of precious cargo are we talking about, and why do the Decepticons want it?" Spike asked.

Chip appeared to be hesitant to speak, which Spike and Carly found unusual. _"Um, I can't tell you that, Spike; it classified."_

"That a pretty fancy way of saying, _"Mind your own damn business!"_ Chip." Spike quipped.

"_Believe me, Spike, I'd love to tell you more, but the Decepticons could be listening in right now,"_ Chip said. _"Look, Director Fairborne and Major Lennox will be providing military escort for the convoy, but they might need some added muscle. I'm uploading the following coordinates and the projected path."_

Ultra Magnus stepped forward to greet Chip. "Chip, it's Ultra Magnus. If you don't mind my saying, it might be a good idea to tell us what the Decepticons might be after."

"_I agree with you, Ultra Magnus but I can't risk the 'Cons learning too much,"_ Chip stated. _"Please, you'll just have to trust me."_

"We trust you, Chip, but I don't like the sound of this." Carly said.

"_Neither do I. Give Daniel my best." _Chip then disappeared from the screen.

An awkward silence filled the room before Carly looked to Spike and whispered, "Since when is Chip so secretive? It must be some very serious cargo for him to be so tight lipped about it."

At the same time, Ultra Magnus looked to Cerebros and said, "Cerebros, did you pick up the coordinates?"

"Yes I did, Ultra Magnus. The coordinates set that convoy's path through the Mid-Western United States," Cerebros said. "That's mainly woodland with hardly populated areas to speak of."

"Great spot for a Decepticon ambush. I'll go talk to Rodimus about it," Magnus said. "Carly, Spike, you two talk to Drift and his team. Chip mentioned the need some extra muscle and the Wreckers can more than provide that."

"I assume we can expect trouble." Carly stated.

Magnus simply stated, "I wouldn't be surprised."

* * *

Location: Sol System  
near Saturn's largest moon

The traveler's spaceship was only now passing by Titan, the largest of Saturn's moons, on its way to Earth. Throughout the journey, the traveler spent most of his time thinking only about what he'd have to do in order to claim what he once believed was rightfully his. His exile changed him, changed his outlook on things. He gazed out at Saturn, studying the great ring that swirled around the gas giant. It was clearly very different from Cybertron. The more he thought of his home planet, the more he was haunted by the lives he'd taken in the Great War. At the time of his exile, he felt he was betrayed. But his exile illuminated his optics. Exile was what he deserved. That was until he encountered the Fallen.

They had much in common. Both once fought alongside their brothers against a great evil. Then they betrayed their brothers and then, they were exiled from their home. But while he lamented his actions, the Fallen wanted one thing; vengeance. The traveler wanted to redeem himself but it was clear to him that challenging the Fallen would be suicide. Hence, he had no choice but to serve the Fallen and help him escape from his prison of limbo.

"Computer, what is our estimated arrival time to planet Earth?" he asked the ship's main console.

"At our certain speed, we will approach the outer atmosphere of the designated planet in 17.1 decca cycles." The computer said in an automated tone. "Once the outer atmosphere has been breached, our estimated time to landfall will be 12 Earth minutes. Do you wish to make contact at time of arrival?"

"No," said the traveler. "Maintain radio silence at all times."

"Understood."

After the computer finished its analysis, the traveler returned to his quiet contemplation. He was contemplating solely what he would have to do once he reached Earth. He contemplated what the Fallen might do once he was released from limbo. The Fallen had promised the traveler a reprieve from the inevidable. But the one and only thing the traveler wanted was a chance at redemption; a chance he knew he would never receive. That was because in serving the Fallen, the traveler believed there was no hope for him. No hope at all.

* * *

Author's note: That's yet another chapter in the books. I won't get into the details of this one, with the highlight being the sparring contest between Prowl and Breakaway. FYI, Prowl utters a line originally spoken by Michael Clarke Duncan.

Other than that, I'll let you be the judge. Take it easy!

IN MEMORY  
MICHAEL CLARKE DUNCAN  
1957-2012


	10. Smoke & Mirrors: Pt I

Disclaimer: You know the drill, so here we go again?

* * *

Chapter X

Location: Oregon State University

Daniel was in his third day of college when arrived at the University that morning, riding the alt form of Elita One into the parking lot. As much as he was looking forward to another round of Astronomy class, which he so far was excelling at, Daniel was still somewhat unnerved by Stella Holley. It wasn't because she was utterly all-out certified gorgeous; it was because she seemed to take a particularly special interest in him. Daniel wasn't quite sure it was for the wrong reasons, since he was admittedly not the best-looking guy in the world. As he was getting off his ride and gathering his backpack, Daniel failed to catch sight of Verity Carlo leaning against the nearby tree.

"That's a nice bike, Witwicky." she called out, stopping Daniel in his tracks.

"What?" Daniel said.

"The bike," Verity repeated. "It's a Kawasaki Ninja ZX-14R; four-stroke, liquid-cooled DOHC, four cylinder engine. Six-speed transmission with a compression ratio of 12.3:1. The color is very nice, too."

Daniel was speechless in more ways than one. "Wow, you're pretty knowledgeable when it comes to motorcycles."

"Yeah, and I also know that these particular motorcycles don't come cheap," Verity stated and started stalking Daniel. "So… what's your secret?"

"Um," Daniel was having more that a difficult time thinking up a decent excuse. "I won the lottery. You know; played a number, hit a number. Next thing I know, I'm a millionaire. It could happen to anyone."

"Please, do your parents teach you to spoon-feed that bullshit," Verity said while breaking into hysterics. "No one on Earth is that lucky to have this kind of machine. So, spit it out."

"Spit what out? What'd you want from me?" Daniel asked while becoming annoyed with Verity.

Verity inched closer until she was so close that her lips were right by Daniel's ear. "Your ride," she whispered. "I know what it is," she paused to let it sink in before continuing. "It's one of them."

Daniel wasn't sure where his tomboyish fellow student was going with all this, but he whispered back to her, "Listen, I don't know what you heard about me, but now really isn't the time."

"I'm not talking 'bout you, dumbass," Verity said as she pulled back. "I'm talking about your friend here. I know it's, well, _more than meets the eye_ and I want to see it in action."

Daniel had had enough of Verity's snooping. "I don't have time for this, Verity. I've got class and if I'm right, so do you."

Daniel stormed off leaving Verity alone right beside the motorcycle that she implied to be _more than meets the eye_. When Daniel was out of sight, Verity continued to study the bike. She was expecting something to happen, like the bike moving on its own or a face to appear on the dash. But nothing happened even when Verity lightly kicked the rear wheel, half expecting the wheel to morph into a gun. Eventually, Verity gave up and started off toward the entrance to the school. She didn't notice the left side view mirror inching ever so slightly toward her. Verity did get that feeling that she was being watched and sharply turned toward the bike again. Again, it didn't appear to be reacting in any way whatsoever. Verity huffed and continued into the building.

Stella Holley had been watching Verity Carlo's shenanigans with Daniel from window in his office. She had a look of indifference in her face as she gazed, not at Verity but at the motorcycle. Unlike the girl though, Stella caught the miniscule movement of the side view mirror. Stella kept the motorcycle in her sight for a while longer, waiting patiently for it make another move. Nothing happened, and Stella remained fixed on the two-wheeler still. Then the strangest thing happened when Stella noticed the side view mirror tipping ever so slightly up toward her. Stella tilted her head to the side and then for a brief second, a faint flash of red flickered across her eyes.

At the same time that Stella was watching the bike, Elita One was conversely watching the human. There was something off about her. Elita couldn't quite put her finger on it, but Stella Holley didn't seem like a human to her at all. But Elita knew she couldn't act on her suspicions without compromising Daniel. All she could do now was wait for Stella Holley to make her move. Then Elita would make hers and, hopefully, Daniel wouldn't get caught in the crossfire.

* * *

Location: Mid-Western United States

A relatively small convoy of military vehicles travelled down an empty road stretching across the Mid-Western United States. There were two Hummer H3 military vehicles, one out front and the other behind a large black Peterbilt long nose tractor trailer as it was hauling its load. Unbeknownst to the convoy, Blast Off was shadowing them from above and keeping a more than watchful optic on them. Meanwhile, further up the road and hidden from view, Onslaught and Vortex monitored the path of the convoy knowing that up ahead of it, Swindle and Brawl were waiting right in its path.

From the sky above the convoy, Blast Off sounded off to Onslaught, _"Blast Off to Onslaught; I've got the convoy in my sights. What are your orders?"_

"Maintain visual contact of the convoy, Blast Off, but do not engage," Onslaught stated. "Swindle, are you and Brawl in position?"

"_Yeah, we're good to go, but Brawl's getting antsy."_ Swindle stated.

"Tell Brawl that if he wants a ride back to Charr, he'll maintain his angst long enough to get this job done," Onslaught said. "No one makes a move until I give the word."

As Onslaught was finishing with his orders, Blast Off continued to follow the convoy as it rolled down the road. But he couldn't shake the feeling that was off about the convoy; there should've been a few more military vehicles. Either that or the humans were incredibly overconfident; unless they had Autobot assistance. Then Blast Off noticed that the convoy was entering the designated target area and once again contact Onslaught on the ground. He and Vortex had also noticed the convoy approaching the target area.

"Alright, this is it, Combaticons," he said and turned to Vortex. "Vortex, you know what to do."

"With pleasure, Onslaught." Vortex said with unmasked glee.

Assuming his helicopter form, Vortex took off into the sky and hovered just above the road on which the convoy was traveling. Using his rotors, Vortex kicked up a whirlwind directed toward the ground and caused a wall of dust to form right in front of the convoy. The convoy drove right into the cloud without stopping and failed to see the huge tank waiting in its path. Brawl took a shot at the convoy, blowing the leading Hummer to pieces while Swindle drove right by the tractor trailer in jeep mode. Swindle passed the following Hummer, turned sharply and quickly drove up next to it. Then he side swiped the Hummer and forced off the road and into a tree. The trailer was all alone when it exited the dust cloud, passing right by Brawl.

That was Blast Off's moment to land on the trailer and apply a detonation pack on the roof. Once he set it up, Blast Off returned to his shuttle form and took, while Onslaught remotely blew the pack. A small but powerful explosion rocked the tractor trailer but didn't slow it down. Regardless, the roof of the trailer was on fire. Onslaught assume his missile truck mode and fired a round right in the path of the tractor trailer. The ensuing blast sent the cab flying and completely unhitching the trailer, which skidded across the road until it came to a stop several miles ahead of the Combaticons. The group reunited with Onslaught.

"That was easy enough." Vortex said.

"Yes, a little too easy." Onslaught mused more to himself than to Vortex.

"Who care, as long as there's an explosion or two, it can be as easy it wants to be." Brawl shouted.

"Hey, maybe once we're done here, we can sale what's left of the scrap for a good profit." Swindle stated, rubbing his hands together.

"If there are any human survivors, I'd like to interrogate them if you don't mind, Swindle." Vortex stated.

"Both of you shut up and focus," Onslaught said. "Galvatron wants the cargo intact, so we need to be sure it survived."

"That may be a problem, Onlaught," said Blast Off. "That trailer is reinforced; the detonation pack barely made a debt in it."

"Then we'll do it the old fashioned way," Onslaught stated. "Combaticons, combine!"

The Combaticons all assumed their individual vehicle mode one after another beginning the all too familiar process of combining. Within moments, the five Combaticons were gone and Bruticus stood in their place before he lumbered toward the trailer. The trailer was on its side, smoke billowing from the spot where Blast Off place the detonation pack as Bruticus stood over it. With one hand, the hulking gestalt pounded the reinforced steel of the trailer and leaving a massive depression. Bruticus pounded on the steel two more times while being careful not to damage the contents inside. Eventually, a gaping hole was formed in the steel and Bruticus tore the hole open and when he looked inside, he found that the trailer was completely empty except for a single electronic device. Bruticus reached in and picked up the device, tried to make sense of it before it suddenly blew up in his face. The blast sent him collapsing to the ground and subsequently disengaging into the five Combaticons, with some of them falling on each other.

Swindle was the first to react when he bellow, "What in the Pit was that?"

Vortex recovered and quickly retorted, "A booby trap? The human's deceived us."

Blast Off was upright and quickly took off into the sky. He went up as high as his foot thrusters could carry him until he was just below the passing cloud. From there, he scanned the entire landscape. He searched and searched until he saw movement well off into the distance. It was another convoy several kilometers from the target area the Combaticons had hit. Then it hit Blast Off and he quickly descended back down to Onslaught and the rest of his comrades.

"Onslaught, this convoy was a decoy," he said. "The humans are escorting the real convoy about 7 or 8 kilometers from our position."

"7 or 8 kilometers; we'll never catch up to it." Swindle whined.

"Hey, these military vehicles are empty too. No human bodies at all." Brawl shouted while he was examining one the Hummers with Vortex.

"Everybody shut the slag up," Onslaught shouted before quickly contacting Soundwave. "Soundwave, the mission's been compromised. The human's have released a decoy; the real convoy is 8 kilometers from our position. Intercept it ASAP."

* * *

Major Lennox was very pleased with how his plan had gone so far. It was actually Marissa's plan to deploy the dummy convoy as a diversion, but Lennox was more than willing to accept that. The convoy that he was in charge of had a more heavily armed escort; a pair of AH-64 Apache gunships and four H3 Hummers riding single file in front and behind a black tractor trailer. By all accounts, this convoy was identical to the one the Combaticons had just hit, except that they hit a diversionary convoy. Lennox's convoy was the one that at this very moment was carrying the body of Optimus Prime inside the trailer. Lennox and Marissa themselves were in the leading Hummer at the front of the convoy. Inside with the body were Chip, Jessica and Gregory and a handful of US Military troops, all armed to the teeth and ready to act at any moment.

"This is massive, massive waste of time and resources," Gregory said even though the soldier next to his was stoic. "How long do any you think it'll be before the Decepticons catch on to the ruse?"

"If we're lucky, they hadn't figured it out yet." Chip stated.

"And if we're unlucky?" Gregory asked.

"What's with you, Gregory," Jessica asked back. "You sound like you're expecting the Decepticons to just crash right in front of the convoy."

Before Gregory could speak up, the tractor trailer jolted to a sudden stop. In the lead Hummer, Lennox and Marissa caught sight of something lying idle on the road. It looked like a blue and grey stereo system, and then it began shifting and changing. Within moments, the stereo was gone and in its place stood Soundwave. The Decepticon communications officer quickly released his minions Laserbeak, Ravage and Ratbat, along with new additions Overkill and Slugfest. Both appeared to resemble pint-sized dinosaurs but they weren't any less aggressive. Then on the command of Soundwave, the Minicons charged the convoy.

"Shit! All units go live, go live!" Lennox shouted through the intercom.

The military escort and every soldier that was available inside the trailer came out guns blazing while Marissa and Lennox headed for the trailer. Inside the trailer with the comatose Optimus, Lennox ordered Chip, Jessica and Gregory to stay put while the soldier fought off the Decepticons. The soldiers in the Hummer made use of the roof mounted machine guns to hold off Ravage, Slugfest and Overkill while the Apaches tried to shoot Laserbeak and Ratbat out of the sky. In the latter case, this was easier said than done. Laserbeak was the fastest, dipping and weaving in between the fire of one Apache while taking potshots at the cockpit. Ratbat relied on the close quarters approach by landing on the canopy of the other Apache and practically biting into it.

Soundwave was the biggest threat by far. He focused fire on the Hummers that were most distracted by his ground-based Minicons, and managed to destroy one of the leading Hummers. As pieces of the Hummer rained down, Ravage made his move toward the trailer. But before he could get close, Lennox appeared with an assault rifle and peppered the cat-like Decepticon. Still, Ravage kept coming and eventually lunged at Lennox, pinning him to the ground. Lennox had to use his rifle to block Ravage's attempt to sink his teeth into him before Marissa and another soldier arrived and drove off the cat.

Then the humans had to deal with Overkill and Slugfest. Overkill, who resembled a miniaturized Allosaurus, charged headlong against the humans. Marissa and Lennox managed to jump clear of the charge Minicon but their fellow soldier wasn't so lucky. Overkill pinned the soldier down and mauled him to death. Before Lennox or Marissa could react and save the doomed soldier, they were best by the Stegosaurus-like Minicon Slugfest. Slugfest quickly whipped his spiked tail and almost struck Marissa, who barely managed to avoid. Marissa quickly retaliated by shooting Slugfest at pointblank range, but the fire was only able to slow Slugfest down.

Ravage attempted to pounce on Marissa when Lennox quickly alerted her. Marissa ducked just as Ravage pounced and the cat slammed into Slugfest. A few other soldiers exited from the trailer and opened fire on the Minicons, eventually driving them off. They still had to deal with Soundwave, who was attempting to advance on the trailer despite the Military's attempts to stop him. Soundwave responded by blasting another Hummer apart behind the trailer and then the Apache firing on Laserbeak. Then he made his advance on the trailer, ignoring the humans.

"Target acquired; preparing for retrieval." he stated to himself, but before he could reach for the trailer, Soundwave was knocked to the ground by an explosion.

The shot came from Marissa, who was holding anti-tank bazooka. "Did that hurt, bitch?"

Lennox was shocked and quipped, "Remind me not get on your bad side."

In all the chaos, Gregory exited the trailer and looked up toward the sky. He saw something large and ominous descending from the clouds which had the telltale makings of an alien ship. Then a small armada of ships spilled from the flagship and descended down toward the convoy. One of the ships jetted straight down and fired seeming errant shot around the stalled convoy, destroying the only remain Apache and another of the Hummers. The soldiers retreated from the assault as the single ship shifted and changed form into Galvatron. Behind him, Scourge, Misfire and Slugslinger landed and took a few shots at the last remaining soldier.

"I expected better from these insects," Galvatron mused. "Soundwave, report."

Soundwave stood upright and called back his minions. "Target has been secured, Galvatron. The Combaticons are on route to our location."

Galvatron turned to his three follower and said, "Scourge, Misfire and Slugslinger, secure the parameter. Soundwave, return to the _Revenge_. It's likely the Autobots won't be far behind."

While Galvatron was barking orders, Marissa and Lennox were hiding behind the rear of the trailer. "Damn it, where the hell are the Autobots?" Lennox whispered.

"They'll be here, Lennox. Just don't jump the gun," Marissa said. Then without warning, Gregory jumped from the trailer and rushed passed them. "What the hell are you doing, Swafford?"

Gregory simply ignored Marissa and approached Galvatron shouted, "Hey, hey you… Decepticon…"

Galvatron turned to face the human, cocking his head. "You… I know your Megatron's past."

Gregory stopped short of the towering robot. "You… know me?"

"I never forget a face," Galvatron said. "Speaking of which, I like what you've done with yours."

"Optimus Prime caused this," Gregory growled, pointing to his scarred face. "And he's in that trailer right now. He's comatose, heavily damaged and defenseless."

Back behind the trailer, Marissa shouted, "What in the living hell are you thinking, Swafford?"

"SHUT UP!" Galvatron bellowed and fired a warning shot to the ground inches from the human. Then Galvatron refocused on human below him.

Jessica and Chip emerged from the trailer and Jessica quickly asked, "What's happening?"

"Your boyfriend's selling us out, that's what's happening." Lennox snapped.

Galvatron knelt down to meet the traitorous human. "You actually have the audacity to sell out the Autobots by handing over the body of their precious former commander. What possible reason could you have to convince me that this isn't a ruse?"

"Reason? You want my reason? My reason is that I HATE Optimus Prime," Gregory snarled. "He ruined my career, my life's work, while he was busy playing _Hero_ against Megatron. He's the reason my experiments never saw the light of day and I vowed to settle the score with him one day," Gregory was on the proverbial tirade as Galvatron watched mild amusement. "I say today is that day."

Galvatron was still only mildly amused, but the thought of a human betraying the Autobots was hardly lost on him. It had been done before with a handful of these insects, whether they'd happened to be insane scientists or corrupt businessmen. It then end, those plans fell through. Galvatron stopped trying to work with human all together based solely on the fact that they couldn't be trust. Yet, this human someone managed to procure the body of Optimus Prime, and Galvatron imagined it displayed on a wall in his throne room on Charr. So, Galvatron came to a decision.

"I have no reason to trust you, human, but you did what none of my fiercest Decepticons could do; you found the body of Optimus Prime," Galvatron said. "So, I'm willing strike a bargain if you're interested."

Gregory was somewhat hesitant to strike any kind of deal with a Decepticon, but he then said, "You can have the body but in return… in return, you and your Decepticons leave this planet and never return."

Galvatron smirked and said, "Done!"

Soundwave then approached. "Galvatron, the Combaticons have arrived."

"Have them secure the cargo for transport back to the _Revenge_." Galvatron ordered.

Jessica rushed toward Galvatron with the intent of stopping him despite the obvious disadvantage she face. But Gregory stopped her from getting any closer. "No, No, you're not taking him. Do you hear me?"

"Jessica, stop. Stop it, damn it!" Gregory shouted at Jessica while restraining her. Then Jessica viciously slapped Gregory right across his face.

"You lowlife rat bastard," she shouted to Gregory. "How could you do this? How could you sell out the Autobots?

"Where are they now, Jessica? Huh, where are they? They're not coming; they abandoned us," Gregory angrily shouted back. "This is the only way."

Galvatron was only a bit more amused at the human's squabble as he pressed his fingers to his head. "Cyclonus and Barricade, prepare the ship to receive our special cargo," Galvatron turned to the Combaticons. "Onslaught, ready this cargo for departure."

"As you command, Galvatron." Onslaught said.

Galvatron gave the signal for his Decepticons to depart while the Combaticons prepped the trailer for departure to the _Revenge_. He gave no further though to the defeated humans, except for the two that were still fighting amongst themselves. It was actually somewhat amusing. Meanwhile, Vortex, Blast Off, Misfire and Slugslinger prepared themselves for the unenviable task of hauling the trailer back up to the _Revenge_ using reinforced cables tied to the undersides of their vehicle forms. It would be an arduous task, but well worth the prime of having Optimus Prime's mangled husk as a trophy on Charr. Galvatron could live that. But as was preparing to return to his ship, he stopped and turned back toward the humans and again placed a call to the _Revenge_.

"Cyclonus, prepare the ship for planetary bombardment as soon as we have the cargo on board," he said and did so aloud so the humans could head him. "Wipe this pathetic planet off the face of the galaxy."

The humans, including Gregory and Jessica, were utterly shocked at the deliberate declaration. Gregory stepped forward and shouted, "You agreed to leave our planet alone."

Galvatron turned and glared at the human and said, "Indeed I did, but you should've specified exactly how I should leave it."

"You lied to me." Gregory snarled.

Galvatron coldly snarled pack, "Of course I did; the clue is in the name."

To Be Continued...

* * *

Author's note: I'm going to stop right there and pick this up next time. This is all happening in real time, by the way.

It turns out that we humans are just as capable of deception as the Decepticons. That seems to be the underlying theme of this particular chapter. Plus, did anyone notice the reference Verity Carlo made about Daniel's motorcycle? Wink, Wink!

Verity also seems to know a bit about motorcycles, huh?

The Combaticons attempt a strike on a convoy, going all Bruticus on it, and then being duped and realizing that they hit a dummy convoy? You can't tell me that wasn't slick.

Soundwave introduces Overkill and Slugfest in this chapter for those of you who care. I know there are a few more but let's not overdo it.

Plus, Gregory shows his true colors by handing over Optimus Prime's body to the Decepticons. How does Galvatron repay him? By deceiving him into think he'd spare the planet. Again, deception is an underlying theme. And, where are the Autobots?

Find out next time on Mighty Morphin'… oops. Just kidding!


	11. Smoke & Mirrors: Pt II

Disclaimer: Maybe it's just me, but I wish I got a couple more reviews now and then between chapters. But that's just me balling, so here's the next chapter. Enjoy.

* * *

Chapter XI

Location: Mid-Western United States

It didn't take long for the Decepticons to get the trailer ready for departure to the _Revenge_. Any attempts by the humans to stop them were squashed by Soundwave and his Minicons Ravage, Slugfest and Overkill. But Galvatron was anxious, pacing back and forth. He was waiting for the Autobots; he knew they were going to show up at some point to ruin the moment for him. It had been just so long for him since the final cycles of his last battle, as Megatron, against Optimus Prime. Galvatron remembered so vividly how he took a discarded pistol and blew Optimus apart and would've finished him off had that lowly child of an Autobot not gotten in his way. But that was a lifetime ago and Galvatron would have the body of Optimus Prime in his possession. Maybe he'd take it apart and construct a new throne, leaving the head on his trophy case.

Meanwhile, the humans Marissa, Lennox, Chip, Jessica and Gregory, were being keenly watched by the Minicons. Ravage in particular was pacing quickly literally like a hungry panther sizing up its intended meal. Jessica at that point would've suggested the cat take Gregory after his stunt. Lennox on the other hand still had a hold of his assault rifle and he was ready to fight, ready to die if he had to. Marissa probably would've objected to it, but then she realized she'd do the same thing. She noticed that Chip was unusually silent.

"Chip," she whispered. "Where are the Autobots? You said they be here."

"I don't know," Chip admitted. "I warned Spike that the Decepticons would try to take this convoy."

Lennox was listening in and interjected himself into the talk. "Did you tell the Autobots about Optimus?"

Chip was hesitant to answer, which was understandable. "I don't see how I could. I tried to be discreet, not hint at Optimus being the cargo."

"Silence!" Soundwave said.

Galvatron looked on with mixed amusement and distain before calling Barricade on the Revenge. "Barricade, as soon as we have the cargo on board, you and Cyclonus can commence planetary bombardment."

"_You got it, boss."_ Barricade said from the ship.

"Cyclonus, any sign of the Autobots?" Galvatron said.

"_None as of yet, mighty Galvatron."_

While Galvatron was conversing with Cyclonus and Barricade, Misfire was whining, "How come Barricade's having all the fun while I'm stuck doing the heavy lifting?"

Slugslinger sarcastically responded, "I don't know. Maybe it's because Barricade can't fly. Or, maybe it's because you couldn't hit the side of a space station with a Hydra Cannon."

"Oh c'mon, Slugslinger. My aim's not _that_ bad." Misfire said in his feeble defense.

"You're right, Misfire," Slugslinger stated. "It's worse."

"Get that cargo in the air, you morons!" Galvatron bellowed.

Fearing that Galvatron was losing his patience, if he hadn't already, Misfire and Slugslinger along with Vortex and Blast Off started hoisting the trailer slowly into the air. The trailer proved form the start to be heavier than it appeared and the four Decepticons were struggling already. But then, Slugslinger was suddenly caught off guard by a mysterious energy blast. The blast set him tumbling out the sky into the dirt below. Another blast caught Misfire and he tumbled into Slugslinger. Due to the sudden turn of events, Vortex and Blast Off were forced to release the trailer to the ground where it narrowly missed Misfire and Slugslinger.

By that point, Galvatron knew one thing above all else; the Autobots had arrived. No sooner had he determined it, the giant white space shuttle alt form of Sky Lynx descended from the sky. The lower hatch of his transport module opened and Rodimus Prime emerged from within. He was immediately flanked by Ultra Magnus, Prowl, Jazz and the Wreckers. Spike emerged from inside Sky Lynx wearing an Earth-based version of his exo-suit minus the glass canopy.

"Alright, Autobots. We need to secure that trailer," said Rodimus Prime. "Drift, you and the Wreckers take care of the Combaticons."

"Consider it done, Rodimus." Drift declared.

Rodimus turned to Spike. "Spike, you go check on Chip and the others, make sure they're okay; Jazz will provide cover."

"You can count on it, Rodimus. Let's do this, Spike." said Jazz.

"Right behind you, Jazz."

Rodimus looked to Ultra Magnus and Prowl and said, "That leaves us with the leftovers. Ready, Prowl?"

Prowl flexed his new body out and declared, "I'm ready, just as long as you can deliver."

"I'll do more than that." Rodimus Prime muttered to himself.

Watching the Autobots across from him scatter to either side, Galvatron gave some subtle directions to his troops. They scattered as the Autobots did, leaving Galvatron to face Rodimus one on one. They each deployed their melee weapons as they converged, never once taking their optics off of each other. Galvatron saw something though in Rodimus Prime's optics; something was missing. There was a certain… lack of confidence. At the same time, Rodimus noted a lack of madness in the optics of Galvatron.

"Took you long enough to get here, Rodimus." Galvatron said.

"Traffic was a pain in the tailpipe." Rodimus spat back.

Galvatron chuckled at the comment and said, "Very cute; using humor to cover up your own self doubt. Optimus would be proud."

That alone set Rodimus Prime off and he charged full speed at Galvatron. His arm blades were fully unsheathed as he quickly threw his arms up over his head for an overhead slash. Galvatron quickly blocked the blow before he pushed Rodimus back. Rodimus slid back a several feet and quickly went defensive as Galvatron charged him, sword off to one side. Galvatron first went for a right side slash which Rodimus managed to avoid before blocking another swipe. Another swipe narrowly missed Rodimus when he ducked under it and he went for a straight thrust which Galvatron sidestepped. Galvatron attempted an overhead slash before Rodimus barely managed to roll out of the way, causing the blade to dig into the ground. Rodimus used the momentum to his advantage and kicked Galvatron in the face. Galvatron staggered back and held his face where Rodimus kicked him. Then he glared at Rodimus, smirked and rushed in for his next move.

At the same time, Ultra Magnus deployed his hammer as he was moment away from squaring off with Scourge. Conversely, Scourge deployed his battle axe before he and Magnus charged each other. Their heavy weapons collided hard creating a brief shower of sparks. A deliberate slugfest ensued between Scourge and Ultra Magnus as they traded a series of heavy blows, most of being either blocked or dodged completely. Magnus tried for an overhead slam from his hammer that Scourge managed to avoid and Scourge in kind attempted a wide swipe from his axe which Magnus blocked. Scourge still managed to land a straight kick to Magnus, forcing him back, before charging again with an overhead slash straight. Magnus parried, let the axe dig into the ground and pinned it with his hammer. Then he head butted Scourge, forcing the Sweep to stagger back and fall to a knee. Ultra Magnus readied himself for his next move before charging Scourge.

Meanwhile, Prowl stood still as the two flyers Slugslinger and Misfire hovered around him. "Hey Slugslinger, what's the deal with this Autobot?" Misfire asked.

"Not sure, Misfire. I don't remember seeing him from Paradron," Slugslinger replied. "I bet he'll blow up just the same."

"Yeah, first dibs." Misfire shouted out and fired on Prowl, and his aim was completely off. The shot struck the ground beside Prowl.

Prowl glanced down at the spot on the ground where Misfire's blast hit, and then he glanced at Misfire himself. Any other Autobot would be laughing at the seemingly poor targeting, but Prowl was anything laughing. He deployed his new throwing stars and quickly tossed one at Misfire, striking the Decepticon in the left shoulder. He tossed another star at Slugslinger, striking his left foot. The two Decepticons glanced at each other, ready to possibly laugh their tailfins off, but then they noticed a sly smirk on Prowl. Suddenly, they were hit with a surge of electricity that temporarily disabled their foot thrusters, forcing them to land. Prowl took advantage and rushed them, and Misfire and Slugslinger opened fire on the oncoming Autobot.

As he rushed the Decepticons, Prowl assumed his new alternate form of a black and gold Dodge Charger and started racing toward them. Misfire and Slugslinger fired on the vehicle as it drove right by them, skidded around and drove by again. As he did, he opened his driver side door and the door nailed Slugslinger, knocking him down. Misfire took a series of shot at Prowl but his aim was poor. In fact, he hit nothing but air more often than the ground itself and Prowl raced toward him. Prowl launched himself into the air, transformed and tackled Misfire down. The momentum sent Misfire down on his back while Prowl landed on his feet and deployed another set of throwing stars. Misfire and Slugslinger recovered just Prowl rushed them again.

The Wreckers had their hand full with the Combaticons once they combined into Bruticus. The hulking gestalt towered over the six Autobot Commandos with the intent of stamping them while Drift looked to his crew and said, "Statosphere, Airazor and Depth Charge, you three go high and target the upper body. Roulette and Bulkhead with me, we'll go the low road."

"Good," said Depth Charge. "I've been itching for a rematch since we left him on the Moon last time."

"Get in line, Depth Charge," said Stratosphere. "I've still got a score to settle."

"Age before brutality." Depth Charge stated.

Bruticus bellowed and attempted a quick axe handle smash to the ground, scattering the Wreckers. Stratosphere and Airazor assumed alt form with Depth Charge riding Stratosphere and they took off into the sky. As they did this, Drift, Bulkhead and Roulette took the fight to Bruticus from the ground. Roulette, primarily a distance fighter, deployed her sniper rifle and took a few shots at the head of Bruticus while Bulkhead and Drift charge the legs of the gestalt. Bulkhead deployed his mace and charged in, eventually slamming the mace into Bruticus's left leg. Bruticus dropped to a knee allowing for Drift to cling to the side of Bruticus. Drift drove one of his katana swords into the side, making Bruticus cringe before he grabbed Drift and tossed him aside.

A hailstorm of energy bolt rained down from the sky on Bruticus. Airazor was coming down hard and fast while peppering Bruticus with a series of laser blasts. Behind her, Stratosphere was descending with Depth Charge still riding him down. Depth Charge jumped off of Stratosphere, assumed his alt form's flight mode and rode the momentum down toward Bruticus. Bruticus attempted to shoot the oncoming flyers out of the sky with his back mounted cannon barrels but Roulette's precision shots prevented it. It bought Depth Charge enough time to close the distance and just as he was within range, he assumed proto form, deployed his sword and drove the blade into Bruticus's shoulder. Bruticus buckled from the sudden pain.

"How's that feel, you frakking pile a' scrap?" Depth Charge shouted.

Bruticus answered the only way he knew how by reaching for Depth Charge. But Depth Charge simply shifted his balance so Bruticus couldn't reach him, and Depth Charge twisted the blade in the steel. Bulkhead saw an opening and charged in for the kill, ramming his mace into Bruticus's right leg to bring the hulk to his knees. Then Bulkhead deployed his blaster and took several shots at Bruticus's face. Bruticus was far from finished and finally managed to grab hold of Depth Charge and toss him into Bulkhead. Drift was still holding on for dear life until the momentum threw him off of Bruticus. He still was able to land squarely on his feet. Bruticus advanced on the Wrecker leader when a few more shots from Roulette rocked him. In response, Bruticus leveled his gun barrels on Roulette and fired, but Roulette was quickly saved by Airazor. The Wreckers regrouped as Bruticus advanced on them.

As all this was going between the Autobots and Decepticons, Jazz and Spike managed to get around to the rear of the trailer where Chip and the other human ally were hiding. Jazz quickly drove off the Minicons guarding the humans while Spike approached Chip. There was no sign however of Soundwave, which left Jazz suspicious enough to stand guard.

"Chip, you guys okay?" Spike asked.

"Yeah, now that you're here," Chip responded. He then added, "Nice suit, by the way," and then when Spike operate the suit to deploy a blaster barrel, Chip reiterated, "Really nice!"

"Just a hunch, but I'm guessing Galvatron wants what's inside the trailer." Jazz stated while looking out for Soundwave on his minions.

"Pretty much, Jazz." Marissa quipped.

"What's inside the trailer, Chip? You owe us that much." Spike said.

Chip was reluctant to explain when Gregory bellowed out, "You should know that by now, Witwicky. He saved you years ago from that oil rig. I know all about how you and you father worked with him."

Spike had a confused look on his face before he had a pang of realization. "Chip, what are you not telling me?"

"Heads up, ya'll!" Jazz shouted when Ravage, Slugfest and Overkill made a move.

The humans slipped around to the other side of the trailer while Jazz took some shots at the Minicons. His shot missed Ravage and Overkill but managed to strike Slugfest and propel him back. Spike returned and started blasting away at Overkill before Ravage took him down. Ravage tried to literally bite off Spikes head before Jazz blasted the cat away. Overkill lunged at Jazz and clawed at him before Jazz threw him to the ground. Slugfest charged in for the kill on Spike before Spike blasted Slugfest at point blank range, completely disintegrating Slugfest's head. Spike moved away from the decapitated Minicon and quickly returned to protect Chip and the others while Jazz threw Overkill down. Out of nowhere, Laserbeak and Ratbat appeared and fluttered around Jazz. It was to be a distraction while Soundwave appeared from behind.

But Jazz was already aware and, grabbing Laserbeak and Ratbat and slamming them together, he tossed both Minicons at Soundwave. Ratbat hit Soundwave first followed by Laserbeak and both fell to the ground. By the time Soundwave regrouped, Jazz was already in alt form and raced right into him, taking him down. Adding insult to injury, Jazz revved his rear left tire right in Soundwave's face before driving away and assumed proto form. Soundwave rose to his feet with his visor scratched.

"That looked like hurt." Jazz quipped.

Soundwave was flanked by his remaining Minicons and said, "Ravage, attack."

Ravage did attack by lunging directly at Jazz, only for Jazz to sidestep him and grab his tail and spin him around. "Bad…" Jazz began before spiing and tossing Ravage right back at Soundwave. "…Kitty!"

In all the chaos, Spike was still trying to get answers from Chip. "Seriously, Chip, you've got to tell me what's so important about this cargo. Why is Galvatron after it?"

"You wouldn't forgive me if I told you, Spike." Chip stated.

"I won't forgive you if you _don't_ tell me." Spike retorted.

"Wait," said Jessica. She was looking around for something and that was when it was noticed that Gregory had vanished. "Where's Gregory?"

"Swafford, where the hell are you?" Lennox shouted out when he noticed Gregory running straight toward Galvatron and Rodimus Prime in mid battle. "What the hell is he thinking?"

Rodimus and Galvatron were still locked in heavy combat with neither one holding a sustained advantage over the other. They cut and slashed at each other but couldn't land even a glancing blow. Rodimus managed to block a quick slash from below and then catch Galvatron with a head butt. Galvatron staggered back dazed, giving Rodimus a chance to land a more decisive blow. Retracting his arm blades, Rodimus Prime pummeled Galvatron with straight punched and knees to his chassis before hoisting him up and tossing him to the ground. Galvatron hit the ground, skidding across until he came to a stop and then, as he was recovering, Galvatron saw that disgusting human male approaching for no apparent reason. Whether this little bag of flesh was suicidal or just plain stupid, Galvatron didn't care until he sensed Rodimus Prime almost on him again.

"Had enough, Galvatron?" Rodimus Prime said.

Before answering, Galvatron quickly snatched up the human and held him right in front of Rodimus. "Not one more step, Rodimus," he shouted. "Tell your troops to stand down, or I'll squeeze the pulp out of this fleshling."

Rodimus was again conflicted and shouted, "Autobots, stand down!" As if like clockwork, the Autobots all stopped fighting and holstered their weapons, while the Decepticons they'd been battling still kept their own weapons deployed.

Galvatron smirked at the turn of events. "Looks like I'm the one holding all the pieces," he said. "But then again, we're at a bit a stalemate."

"Let the human, Galvatron. He's not involved in this." Rodimus Prime stated.

"That's where you're wrong, Rodimus," Galvatron said and pointed toward the trailer. "You see, I know what inside there. This human knows what inside there and I'm willing to bit _his_ life that you don't know."

"What is inside?" Rodimus demanded.

Galvatron's smirk widened and he said to the human, "Go on, human. Tell him about the contents. Tell all of them about Optimus Prime."

Rodimus Prime's optics pulsated. "What did you say?"

Gregory was squeezed into explaining. "The trailer contains… AAAHH!... the body of Optimus Prime. We… recovered it from orbit above Mars."

Rodimus sank to his knees at the shocking revelation. All that time, he thought Optimus Prime was seemingly dead and gone, never to be see again. Now, he learned to his disbelief that Optimus was not only found by the human, but brought to Earth and kept secret from him and the other Autobots. At the same time, Spike stared at Chip with the same expression that was on Rodimus Prime's. The eyes told the story and Spike visualized a sentence that best described what he was thinking: _Chip, you lied to me._

Through it all, Galvatron was practically gloating. It was as if he'd broken the very core of the Autobots. Then he made an unexpected declaration. "Decepticons, return to the ship. Let the Autobots have what's left of their former commander."

Galvatron waltz passed an equally bemused Scourge, who said to Galvatron, "I don't understand, Galvatron. Why are we leaving Optimus with the Autobots?"

"Why not," said Galvatron. "They won't be able to revive him anyway. He's too far gone even for stasis lock."

"But what if they find a way," Scourge asked. "And, why the human?" Scourge pointed at the now unconscious Gregory.

Galvatron stopped and looked at Scourge. "You assume I'm going to let them," Galvatron. "As for the human, well… he might live long enough be of some use. He may even live to be my pet."

Galvatron assumed alt mode and took off back to the _Revenge_ with Scourge and the rest of the Decepticons following him. Rodimus Prime was still on his knee, seemingly frozen in place while Spike and Jazz finally tore open the back doors of the trailer. Inside, resting in peace, was Optimus Prime himself. He was draped in a tarp although some of him was still visible, his arms and the top of his head in particular. Rodimus Prime angrily punched the ground and left a depression right where he struck.

But back up on the _Revenge_, Galvatron looked to Cyclonus and Barricade at the ship's helm. "Cyclonus, prepare to bombard the planet."

Back down on the ground, Ultra Magnus noticed the _Revenge_ moving into an attack position. Then a series of guns appeared on it underside. "Oh scrap! They're going to take out the cargo and us with us. Sky Lynx, get up there and stop them any way you can."

"Yes of course, Ultra Magnus." Sky Lynx exclaimed and took off toward the _Revenge_.

Drift also noticed what was happening and said, "Airazor and Stratosphere, you two help Sky Lynx. Go!"

Sky Lynx quickly took off in shuttle form with Airazor and Stratosphere in tow as they launched toward the _Revenge_. But the _Revenge_ was already opening fire on the three Autobots as they approached. They did manage to avoid the initial fire, but those same blasts impacted the ground where the rest of the Autobots were standing. They made a break for whatever cover they could find while trying to protect the trailer and Optimus. At the same time, Sky Lynx, Stratosphere and Airazor did would they could to avoid the shots coming from the ship's hull. Airazor had the advantage with her speed as she zipped in between laser fire, while Sky Lynx and Stratosphere took some critical shots at the _Revenge_. Sky Lynx then hit a critical point of the ship and a plume of smoke billowed out of the hull.

The Decepticon crew was rocked and Galvatron bellowed, "Get us out of here. Now! But first…" Galvatron quickly got outside of the ship and fired a single volley down toward the trailer. "To oblivion with you, Optimus Prime."

The volley raced down toward the trailer but moment before it could hit its target, Rodimus Prime threw himself in the way. The blast and the resulting momentum sent Rodimus threw the top of the trail and into the nearby tree. Galvatron seethed with rage but instead of attempting another attack, he transformed and withdrew toward the Revenge as it left Earth's atmosphere. The Autobots gave no more thought to Galvatron and went to check on the wounded leader. Rodimus was lying in a pile of broken trees and dirt, his body was smoking and scorched considerably but he was still functional. Ultra Magnus and Jazz slowly assisted Rodimus upright even though he still fell to a knee.

"Rodimus, you okay?" Jazz asked with genuine concern.

Rodimus shook his head and quipped, "I'll get back to you on that, Jazz. Where's… where's Optimus? Is he okay?"

Ultra Magnus was about to speak but he wasn't sure how to answer. "Um, I guess you could say that; more or less."

"Good," said Rodimus as he was struggling to stand. "Let's get him back to Autobot City."

"Good idea, and in the meantime," Spike said and turned sharply at Chip with an icy stare. "Chip, you've got some explaining to do."

* * *

Author's note: That's all I wrote for this chapter, which is the second half of a two-part chapter. It looks like the Autobots have recover Optimus Prime's body, while Galvatron absconded with Swafford for reasons unknown.

Prowl and Jazz finally saw action, albeit brief, and the Wreckers took it to Bruticus again. Even Spike got a lick in with his advanced exo-suit and killing Slugfest. Call me crazy (please) but I imagined the suit to be similar to his Headmaster armor. I see it again in case those of you didn't get the message; no, there will not be any Headmasters or Targetmasters.

Anyway, what do you think so far? Tell me, tell me, TELL ME!


	12. My Teacher Is A Decepticon

Disclaimer: The review, however few there are, just keep coming and that's not a bad thing; IT'S A GOOD THING!

The next chapter is up running, so ya'll enjoy.

* * *

Chapter XII

Daniel listened and focused as Stella Holley instructed the classroom full of students on the prospect and possibilities of galaxies well beyond the Sol System. It occurred to Daniel more than once that Cybertron was likely in one of the many galaxies, not that he knew which one exactly. He probably should've known that since he'd been on Cybertron more than once. Daniel absentmindedly glanced over to the seat below his own. Verity Carlo seemed to be displaying a lack of interest in Stella Holley's lecture as evident by her resting her head in her right palm. She was also twirling a strand of her jet black hair with her left index finger. Daniel couldn't tell, but it looked like Verity was chewing gum in her mouth. She a tomboy _and_ a rebel, Daniel thought. But rather than confront Verity on her lackadaisical attitude, Daniel continued to listen to Stella Holley give her lecture.

"Our Milky Way Galaxy is just one of many in the universe. Each galaxy could have billions of worlds; each world could be home to a different form of life, or similar to our own," Stella noticed a hand raised by a young man with short black hair. "Yes, Mr. Darby?"

The boy brought his hand down and said, "Just out of curiosity, would one of these planets happen to be populated by all blue women?" this garnered a slight chuckled from several other students.

A girl sitting next to the boy, appearing to be Japanese with a steak of purple hair in long black hair, similarly asked, "Or how about a nuked looking planet with giant, man-eating worms?"

Stella smirked. "That's very cute, Ms. Nakadai. Let's get back to work, shall we? There are only a handful of known star systems in our Milky Way and barely 1% of them have been discovered. So far according to NASA, the nearest neighboring solar system…" Stella then stopped speaking.

There was an eerie silence in the classroom among the students, many of whom having no idea why their teacher was so abruptly cease her lecture. Daniel certainly didn't have a clue and neither did Verity, assuming she cared at all. But they did notice something off; Stella was just standing still, completely inert like the Black Monolith from _2001: A Space Odyssey_. Daniel half expected her to suddenly let out an ear piercing, nosebleed inducing shriek. Verity on the other hand half expected Stella to go all HAL 9000 on the whole classroom. What everyone in the classroom failed to noticed was that Stella's eyes seemed to flicker briefly a bright red. Those eyes were trained on Daniel, ignoring every other student. Then Stella suddenly snapped back to reality.

"Daniel Witwicky," she bellowed. "I won't tolerate any speaking over me during my lecture."

Daniel was completely stunned by his teacher's sudden change in attitude. "Uh, I… I didn't say anything."

"Are you calling me a liar," Stella snapped again. "Step outside; we'll continue this after my lecture has concluded."

"But I didn't…" Daniel attempted to say.

"NOW!" Stella shouted so loud that it literally shook the entire classroom.

Daniel was completely dumbfounded beyond reasoning and reluctantly grabbed his backpack and started off toward the exit. On his way out, Daniel glanced briefly at Verity, who subtly motioned to him to inquire what he'd done wrong. As if he could explain… Daniel glanced at Stella Holley, who was displaying an extremely icy stare at him. It was unusual since as far as Daniel knew since his arrival to the University, Stella Holley seemed so… nice. Angelic. But it seemed like she had fiery temper that was directed at him. Why only him, thought Daniel? As he neared the exit, Daniel glanced back toward the end of the classroom. Stella was still staring at him with the same, icy and unwarranted look. Then Daniel stepped outside. When Daniel left, Verity went into deep thought. She'd been a student of the University for a year all and as far as she knew, Stella Holley never had any kind of outburst whatsoever. While she wasn't a conspiracy theorist per say, Verity knew something wasn't right about Stella Holley.

* * *

Twenty minutes. That was how long Daniel stood the hall outside Astronomy 101 waiting for class to end. Distressed and confused, he considered calling his parents, but that would only exasperate whatever problem was weighing on him. Daniel looked outside the window toward the parking lot. He could see Elita One still in her alternate form waiting for him. Daniel considered just hopping on his ride and taking off back to Autobot City. But again, that would only serve to make it worse on him. Then the double doors opened and the students of his class filed out going in different directions. None of them paid any attention to Daniel and went on their way. Then Verity emerged and for a brief second, she glanced at Daniel. Then she moved on. Daniel certainly never felt as low as he did now. Stella Holley emerged from the classroom, no longer sporting the icy glare but appearing oddly indifferent.

"Come with me." She said and strolled down hall.

Daniel still wasn't sure of what to make of his teacher's odd behavior as he followed. All he knew was that it was really, really odd. He noticed, much to his embarrassment, that Stella was shaking her posterior to and fro as she walked. Daniel relay couldn't decide if Stella was secretly flirting with him or playing mind games with him. He wasn't the only one confused; Verity noticed Stella's increasingly bizarre behavior as they ventured down the hall toward Stella's office. Maybe it was against her better judgment, but Verity followed them and failed to notice that Daniel motorcycle had moved ever so slightly down the lot.

Eventually reaching the door to her office, Stella opened said door and motioned Daniel to enter which he reluctantly did. Daniel noted how special the office actually was; about the size of a small apartment. It had the basic office furniture including a few bookshelves, a couch appearing to be made of leather and a desk in front of a large window overlooking the parking lot. Stella motioned Daniel to the couch and Daniel took a seat, while Stella paced around in a circle in front of him. Outside the office, Verity pressed her ear to the door. She'd likely get in some serious trouble with the rest of the school staff, but when was the last time she cared.

Inside the office, Stella rolled her leather seat around and set it front of an increasingly nervous Daniel. Then she sat down with her legs crossed one over the other and her clasped over her knee. Now Daniel was getting really antsy. The icy stare from Stella was replaced by a more… sensual stare. It occurred to Daniel that maybe, and this was what made him nervous, that Stella Holley might have taken a liking to him. It seemed common in some schools, a teacher taking interest in a student, but Daniel didn't think it'd happen to him. The way Stella was eyeing him though; it didn't fill him confidence.

"So, talking in the middle of my lecture, were you?" Stella said with a suddenly low, almost sensual tone.

"Um… uh… I don't, uh," Daniel tried so hard to get a word out. He was so thrown off by Stella sudden change. "I… I'm not sure what you're talking about, Ms. Holley."

"Oh, you can call me Stella," she said with a deeper and much more sensual tone. Then she smirked. "So tell me, Mr. Witwicky; Do you like what you see?" The Stella rose from her seat, strolled right up to Daniel and straddled him on the couch. Their eyes met.

To say Daniel was disturbed by his teacher's continued advances was a massive understatement. "Um, that's… that's a little too close, and really like my personal space. So, uh, I think I'm going to leave now." As he then attempted to stand, Stella shoved him down hard; very hard.

"You're not going anywhere," Stella said in a decidedly low, almost menacing tone. "Not until you tell about your friends."

"Friends? I don't have any friends. I just started at this place…" Daniel stammered on before Stella suddenly grasped his neck.

"Tell me about the Autobots, Witwicky," Stella demanded now in an almost near growling tone, as if she were possessed. "Tell me everything you know about them; their plans, their secrets… everything."

Daniel then saw something beyond strange when Stella's seemingly crystal eyes became blood red all over. Now well beyond freaked out, Daniel pushed Stella off of him as hard as he possibly could to the floor. As Daniel attempted to make a break for the door, Stella grabbed his leg. That was when Daniel saw to his horror that Stella's right arm was silver and mechanical. Stella yanked Daniel and tossed against the bookshelf, causing random books to fall from it. Daniel fell to his knees and his momentum from being thrown opened a closet door. The body of a woman fell from within and Daniel realized it was the real Stella Holley, having been murdered by this vicious duplicate pretending to be her. The Pretender Stella Holley leaped directly at Daniel, who barely avoided her. She slammed into the bookshelf which teetered, and Daniel quickly brought the whole thing down on her.

The moment the shelf was on top of her, Stella let out a shriek akin to a banshee as she scratched and clawed for Daniel. Daniel quickly got to the door but in his panic, couldn't get open. Then the door opened seemingly on its own and Daniel was thrown back to the floor. Verity entered the office, noticing Daniel down holding his chin and Stella pinned under the bookshelf. Verity froze when Stella shrieked at her before Daniel grabbed Verity and took her out of the office. Stella by that time broke free and started going completely ballistic. Then her entire physical form began to shift and change as she shrieked.

Daniel and Verity were about halfway from the office when Verity stopped short. "Daniel, what's happened to Ms. Holley?"

"That's not Ms. Holley," Daniel said just as outer wall of the office burst apart and Stella, in a silvery mechanical form and blood red eyes, or optics, appeared. She spotted the two humans. "See, I told you!"

"Oh shit!" Verity quipped upon seeing the robotic Stella Holley. The Pretender shrieked and started going right for the humans.

"RUN!" Daniel shouted and he and Verity bolted down the hall with the Pretender giving chase.

Outside of the school, Elita One detected an all too familiar energon signature that was clearly Decepticon… and it was coming from _inside_. "Daniel!" She immediately revved up her engine and took off rolling.

Back in the school, Daniel and Verity were running for their lives from the Pretender as it tore through hall after them. Daniel and Verity managed to dive back into the Astronomy classroom and hid behind the pinewood desk at the far end of the room. The sound of absolute carnage and screaming could be heard but neither of them dared to make a move or sound. Verity was breathing heavy out of complete fear for her life while Daniel did his best to calm her down, even wrapping his hand over her mouth. Then the doors to the classroom burst apart and the Pretender entered. She immediately started blasting away at the classroom in an attempt to locate the humans. As she searched, she hissed in a mechanical tone and even shrieked in order to try and intimidate the humans out of hiding.

But neither Daniel or Verity made a move. They could feel the Pretender's footsteps nearby, heavy stomping over the broken chairs of the classroom. The Pretender continued to hiss and there was a faint moan like a woman along with it. It was disturbing just to hear it. The sound grew ever closer, almost like the Pretender was right on top of them. Daniel and Verity couldn't move, knowing that if they did the Pretender would kill them. Conversely, if they didn't move, the Pretender would find them and kill them. Either way, the Pretender would kill them. Then there was an eerie silence. Daniel put his finger over his mouth to shush verity before he carefully peered around of the desk. Just as he was an inch from the edge, the desk was lifted up by the Pretender as it loomed over the humans.

The Pretender said in synthesized version of Stella Holley's voice, "Class is in session, Mr. Witwicky!"

Suddenly the far wall burst to pieces and a red and white Kawasaki Ninja motorcycle literally flew into the classroom. The rear of the motorcycle hit the Pretender and sent it flying into the adjacent wall before transforming into Elita One. She deployed her blaster and fired at the Pretender while it leaped clear of the blasts. Then it quickly vanished inside the classroom. Elita One scanned the room for any sign of the Pretender but found nothing.

Glancing back briefly at Daniel and Verity, Elita said, "You two get outside and stay there. I'll cover you."

"Oh… my… God," Verity said in utter amazement. "I knew it; I knew you were one of them. I knew you were… Witwicky, you've been holding out me."

"Get out, NOW!" Elita said.

Daniel grabbed a still very amazed Verity by her wrist and took her outside through the hole Elita made. Elita covered their escape while staying focused searching for the Pretender, unaware that the Pretender had secretly clung to the ceiling above her. The Pretender gave off the hissing sound and that was enough to draw Elita One's attention. She turned just in time to have the Pretender pounce on her face. As the Pretender was physically smaller than Elita, and it took advantage of that as it scratched at the Autobot's face. The momentum sent Elita crashing to the floor of the classroom and damaging it even further. Elita was able to throw the Pretender off of her face and into the wall and as the Pretender quickly recovered, Elita opened fire on it. Then it vanished again. Elita spotted by the hole she created and it leaped out after Daniel and Verity again.

The Pretender confronted the two human and tried to corner them, shrieking at them. Verity secret grabbed hold of a led pipe. The Pretender then lunged at the humans and Verity quickly and violently smashed the pipe across its face, knocking it down. It only slowed the Pretender as it was back on its feet and stocking the human when Elita emerged and kicked it away. The Pretender then shrieked a higher pitch scream, forcing the two humans to cover their ears. Elita transformed to vehicle mode and motioned Daniel and Verity to climb aboard. The Pretender was still screaming as the three of them drove away.

No more than half a mile from the school, Verity shouted. "What the hell was that thing, and what happened to Stella Holley?"

Daniel, who was driving or rather pretending to drive, shouted back, "My guess is that thing was a Decepticon masquerading as our teacher. The real Stella Holley is… well, I'm pretty sure she's dead."

"I didn't know they can turn into humans." Verity said.

"Neither did I," Daniel said. "Elita, do you know anything about Decepticons changing into humans?"

"It's new for me, Daniel," Elita One said before rounding into the next street, weaving in between traffic. "We have to get back to Autobot City. It's the only safe place right now. Oh, oh."

"Oh, oh," Verity repeated. "I don't like oh, oh!"

Elita motioned her side view mirrors to show a pair of Aston Martin One-77's, one white and one black. "We've got company; the Battlechargers, Runabout and Runamuck."

"Yeah, and they brought a friend!" Verity added when she noticed to her horror, the Pretender riding atop of the black Aston Martin.

The two Aston Martins drove up to the motorcycle and her two passengers and flanked both sides. Elita One revved her engine and took off but the cars did the same. While they couldn't quite match her speed, the Aston Martins were still able to stay with Elita. The black car, Runabout, was slightly faster than Runamuck even with the Pretender riding his roof. He picked up speed and was again driving right beside Elita One. He tried to side swipe her but Elita shifted away from him. While Runabout tried to side swipe Elita, the Pretender attempted to slice at the humans while Runamuck approached from behind. Runamuck attempted to ram Elita One from behind, forcing Elita One to drive faster. All three of them were driving right through heavy traffic.

The Battlechargers attempted to box Elita One in between them while the Pretender tried to attack the humans. Elita revved her engine again and raced through traffic, weaving passed the slow moving cars. Runamuck raced after Elita and would've reached her if a slow moving black Suburban hadn't been blocking his path. Frustrated, Runamuck transformed with lightning fast speed and heaved the Suburban into the air. The Suburban crashed almost half a mile behind Runamuck and caused an immediate pile up and Runamuck returned to vehicle form as quickly as he left it.

Runabout allowed his psychopathic alien passenger hop from him to Runamuck before he assumed robot form with the same lightning fast speed as his counterpart. Instead of returning to his alt form, Runabout sprinted after Elita One and the human children, bashing through random vehicles and causing complete carnage. Runabout then shot out the supports of an overhead road sign, forcing Elita One to race as fast as she could to avoid it. She just barely got by the road sign as it collapsed and caused even more damage. In her panic, Verity looked back hoping they lost their pursuer. Much to her terror, the Battlechargers were still hot on their tail with the Pretender in tow.

"Oh, my God, I'm so dead!" she cried out.

"This is Elita One calling any Autobots in the vicinity; we're on the run from Decepticon Battlechargers and require immediate assistance."

"They're getting closer!" Daniel shouted once he spotted the Battlechargers approaching.

"I repeat; this is Elita One requesting Autobot reinforcements. We need some serious backup." Elita One shouted as if she expected other Autobots to arrive. The Battlechargers were almost right on top of her. "You two hang on as tight as you can. It's about to get very bumpy."

"Bumpy? Bumpy how?" Verity asked.

Suddenly, Elita One turned sharply toward the side of the road and revved up her engine all the way to the limit. The Battlechargers were in the middle of slowly down when Elita One bolted for the road side wall. Then Elita drove right of the road and fell down toward a dried up spillway with Verity screaming the whole. Daniel did his best to keep it together, but he too was screaming on the inside. The three of them eventually reached the bottom and the momentum from the fall sent Daniel and Verity tumbling off Elita One and into each other. They laid on top of each other, breathing shallow and fast and shaking, and Daniel realized to his both his amusement and his horror that Verity was on top of him. Verity came to the same startled realization and jumped off of Daniel. She back away just Elita One assumed proto form behind her.

"Find a place to hide while I hold those Cons off." Elita said.

"You can't take both of them, Elita," Daniel pointed out. "You need backup."

"Don't argue with me, Daniel. Find cover, right now." Elita said, and Daniel knew she wasn't playing around. Daniel grabbed hold of Verity and took her into a nearby sewer tunnel.

The Battlechargers came down from the highway, assumed proto form simultaneously and landed, each one deployed a range weapon. "Hey Runabout, check out the femmebot. They don't manufactured like that anymore."

"Careful, Runamuck," said Runabout. "She ain't no ordinary Autobot."

Elita One was already disgusted by the collective attitudes of the Battlechargers and deployed a set and arm blade and went right into a defensive stance. This was going to get ugly. "Well," she said. "I've haven't got all megacycle."

* * *

Author's note: I'll bring this chapter to a stop here for now and pick it up later.

Those of you, who've been reading up to this point might be surprised to learn that Stella Holley was a Pretender all along, like Alice in "Revenge of the Fallen." It seemed appropriate to me to have a Decepticon posing as a human. Plus, it was one of the better things about the movie, I'm just saying.

Elita One finally sees some action here and will see more it the next chapter. In terms of her robot form, I imagined her looking similar to Arcee from Transformers Prime, but still retaining her G1 head design. She even has arm blades like TFP Arcee.

Finally, we have the debuts of Runabout and Runamuck as they get ready to tackle Elita One. Stay tuned for the fight and don't forget to review.


	13. Bittersweet Reunions

Disclaimer: It occurred to me that this might actually end up having more chapters than the previous Transformers stories. In that sense, it might end up being my longest and most ambitious story to date if it goes that far. If that's to be the case then, I hope you're all in for the long haul.

I don't own… You know the drill!

* * *

Chapter XIII

The Battlechargers circled around Elita One while she did what she could to keep them in her sights. Retaining a defensive stance, Elita One waited for either Runabout or Runamuck to make the first move, and then Runamuck charged. He deployed a blast pistol and fired a few shots, forcing Elita One to dodge and weave in between them. Elita then charged straight for Runamuck as he continued to fire on her and leaped into the air. Runamuck wasn't ready for it and took a straight slash of Elita One's left arm blade to the face. Runamuck was stunned and Elita took control with a lightning fast series of punches and kicks to the upper torso. The assault was pushing Runamuck back several steps as he tried to fight back. As fast as he was, Elita One was faster and she dominated him until Runabout got involved.

Elita One knocked Runamuck back and quickly turned her focus to Runabout. Runabout produced a similar blaster pistol and fired on Elita, who more or less was playing Keep Away with him. Much like she did with Runamuck, Elita outmaneuvered Runabout while peppering him with randomized strikes to his upper torso. Runamuck reengaged Elita and was swiftly taken down when Elita struck him in the legs. Runabout moved in for a strike but Elita simply leapt over him and kicked him into Runamuck. The twin Decepticons fell onto each other while Elita One landed on her feet and returned to a defensive stance.

"Is that it," she snapped. "Is that all you've got?"

The twins rose up and Runabout said, "We got more if you think you can take it."

"Then hurry it up," Elita One growled. "Or, are you trying to build suspense?"

"Huh, I like this Autobot, Runabout," said Runamuck. "Maybe when we're finished here, we can take her to Galvatron."

"Yeah, I mean he's got to have that dead Prime by now, right?" Runabout stated out loud, in plain hearing distance of Elita One.

Elita was instantly confused. A dead Prime? What were these Decepticons talking about? Then the realization suddenly hit her harder than knowing what the Quintessons had done to Blackarachnia stellar cycles ago. The Battlechargers were talking about Optimus Prime. They let the possibility that Galvatron had somehow retrieved the body of Elita One's lost love. Elita flashed back to the time when the _Ark_ launched from Cybertron so long ago, and Optimus desperately tried to get Elita on board with him. It was too late. Then Elita had escaped Cybertron, only to learn stellar cycles later that Optimus had died in battle. Then to listen to these two Decepticons let slip that Optimus might be in the grasp of Galvatron… it was becoming too much. Finally, Elita One snapped.

She sprinted right for the Battlechargers with very sudden reckless abandon and attacked them both at the same time. Runabout and Runamuck were barely prepared to for it. Elita One attacked at a frenetic pace with an even more lightning fast barrage of strikes, alternating between Runabout and Runamuck and back again without slowing down. The Battlechargers were at able to keep up with Elita One's suddenly rapid pace, but she still was moving so quickly that they could scarcely land a strike. Elita One wasn't going to let them.

After quickly dispensing of Runamuck for a moment, Elita One focused her rage on Runabout, striking him at random points of his chassis. She then hopped onto his shoulder and drove the point of her right arm blade down into the steel, causing Runabout to wince from the pain. He did quickly toss her off of him, and Elita landed on her feet as Runamuck made his move. He wasn't nearly fast in enough to stop Elita One's rampage. All he could do is dodge and wait for the right time to strike back, while Elita relentlessly battled him with more and more strikes. Most were blocked but a few managed to penetrate Runamuck's defensive but Elita simply would let up.

That was until Runabout assumed vehicle mode and raced toward Elita One. Elita jumped clear of the oncoming Aston Martin which returned to robot mode and attack her again. Runamuck regrouped with Runabout and they collectively attack Elita One head to head, and Elita One still furiously fought. Numbers seemed to count for nothing, because Elita One was beating back the Battlechargers like an Autobot possessed. From their hiding place in the sewer tunnel, Daniel and Verity watched Elita One attack the two Decepticons with a ferociousness he'd never expected out of her. Verity on the other hand was practically trembling from everything that had transpired. She had to take a look at the chaos going on, seeing the seemingly friendly robot take the fight to two large and far less friendly ones.

"There's no way she can fight them off alone, is there?" she asked Daniel.

"Elita One's a hell of a lot tougher than you think." Daniel stated.

"I hope you're right about that," Verity said as she inched back into hiding. When she turned around, the blood from her face drained at the sight of two tiny bright red eyes deep into the sewer tunnel. "Oh shit… Daniel…"

Daniel turned around to see the same red eyes inching closer to himself and Verity. Then he heard the sound of metal snaking toward them. The Pretender was approaching them. How it managed to get into the tunnel before the human children did, Daniel didn't know and didn't care to know. He did know the Pretender was inching closer to him and Verity and if they didn't move soon, that thing would be right on them. Then it'd kill them. Elita One was still fighting the Battlechargers, holding her own so far against them. Then she heard screaming, and she spotted the girl bolted from the tunnel with Daniel following her. Following Daniel was the Pretender. The distraction cost Elita when Runabout clobbered her from behind, sending her crashing into the ground.

Elita One recovered in time to kick Runabout back while Runamuck made his move. He was similar unable to reach Elita as she knocked him into Runabout. Then Elita turned her attention to the Pretender chasing the humans. She fired into the Pretender's path of movement and sent it into retreat, allowing for Daniel and Verity to get to the end of the spillway. The Pretender turned its attention to Elita One, shrieking as it sprinted toward her. Elita One opened fire on the near-feral mechanism, missing the mark several times as the Pretender simply dodged side to side. Then it lunged, but Elita One managed to spin kick away and into the ground.

Before Elita could react, Runamuck knocked her to the ground hard, while the Pretender recovered and went right back to stalking Daniel and Verity. Runamuck hoisted Elita up but Elita kneed him in the face to get free, quickly firing on the Pretender again to drive it off. Runabout made a move and tried to take Elita down, but Elita fought him off. She jumped on his shoulders and drove her elbow into his head repeatedly before Runamuck intervened yet again. Elita jumped from Runabout, sprinted toward Runamuck and slid directly under him. Her arm blades were extended and as she slid, she sliced at Runamuck's ankles to bring him to his knee. Then she leapt into the air and came down, driving her heel into Runamuck's face. Elita then had to back off as Runabout was shooting at her.

At the same time, Daniel and Verity tried to steer as clear from the Pretender as possible. The Pretender was making a series of short leaps toward the humans as she it was toying with them like any predator. Then Daniel and Verity separated, each one going in opposite directions. That was the moment the Pretender was waiting for, and then it focused squarely on Daniel. Verity managed to find a spot to hide in a nearby brush, but then she saw Daniel still trying to avoid the Pretender. Then to her horror, the Pretender unleashed an elongated tendril, from its mouth, and caught Daniel by his ankle. He screamed in pain as he face-planted the ground. Verity was frozen as the Pretender dragged to it. Elita One caught sight of Daniel's dilemma and moved to help him but Runamuck and Runabout subdued her. By that time, the Pretender was on top of Daniel, and Verity knew she had to do something, but she was too scared to move. That was until she found an equalizer right beside her…

Daniel was trying desperately to fight the Pretender when its face suddenly took the form of Stella Holley. "Class dismissed… Daniel." it said in a voice too sultry to ignore. Then the face morphed back into that of the Pretender as it deployed a buzz saw weapon.

"Daniel. NO!" Elita screamed out before being taken down by the Battlechargers.

Just as the Pretender was inches away from cutting Daniel skull open, it was suddenly struck in its own head by a large stone thrown by Verity. The hit alone was more than enough to send the Pretender tumbling away from Daniel. Daniel looked up at Verity in shock and awe who simply shrugged at him. But the Pretender had already recovered by that moment. It crouched to all four, shrieking as it prepared to lunge at the humans again. Just as it took to the air, it was blasted out of the air by random blast of energy. The momentum sent the Pretender directly into Runamuck, sending them both flying backward. Runabout was stunned and that the chance Elita One needed to beat him back with a straight punch to the chassis and a knee to the face. Elita took the time to recover when she heard a high powered car engine. A pair of Cybertronian vehicles arrived and transformed into Kup and Chromedome respectively, flanking Elita.

"You okay, lass?" Kup asked.

"I'm fine, Kup. But what in the Pit took you so long?" Elita snapped.

Chromedome helped Elita up and stated, "We would've gotten here sooner, but these humans mover their vehicles slower than a space slug."

The Battlechargers recovered and were set to attack the three Autobots when they were suddenly accosted by a massive wind funnel. A bright orange HH-65 Dolphin search & rescue helicopter descended on the Decepticons and used the wind funnel to blow them off balance. The force of the funnel eventually forced Runabout and Runamuck to tumble into each other, while the Pretender leaped out of the path of the funnel. Then the HH-65 shifted into the proto form of the Autobot named Sandstorm, and he landed beside his fellow Autobots.

"Hey Elita, what'd I miss?" he asked with marked enthusiasm.

"Not much, Sandstorm. Get those kids out of here and back to Autobot City," Elita One said. "We'll catch up as soon as we're finished with these Decepticons."

"Aw, but I was looking for some fun." Sandstorm moaned.

"Just do it, Sandstorm. Please."

"Well, at least you asked nicely," Sandstorm said and assumed helicopter form. Daniel and Verity quickly got inside and buckled up. "Okay Daniel, you and your girlfriend better hang on while I'll get you to safety."

Daniel and Verity stared at each other dumbfounded and Daniel said, "We just met, Sandstorm."

Verity looked out toward the battlefield and could plainly see the Pretender upright and shrieking at them. Then it leaped as high as it could manage to reach for the helicopter. It managed to grab hold of one of Sandstorm landing gear wheels and clung to it. Sandstorm found himself in a rotation as the Pretender climbed up his hull, while Daniel and Verity were hanging on for dear life. The Pretender then appeared at the open hatch and tried reaching for Daniel, but Daniel started kicking at its face repeatedly. The Pretender suddenly lost its grip and was now hanging by one arm. Down below, Elita One had a clear shot and took it. Her aim was perfect.

The blast sheered the Pretender in half and it fell from Sandstorm to the spillway, almost 14 feet straight down. Daniel and Verity looked out and saw what was left of the Pretender lying in a heap of twisted metal. To their astonishment, the thing was still moving and shrieking at them. At the same time, Runabout and Runamuck were recovering from having been blown off their feet. Then they realized that they were outnumbered. Elita One, Kup and Chromedome all had their guns trained on the duo while standing in a semicircle.

"Three against two, 'Cons…" Chromedome said before noticing Sandstorm's alt form descending behind him. "Make that four against two. I'd considering vacating right about now."

Runabout and Runamuck looked around them and quickly realized they'd lost. "Okay, I'd say running's a good idea, Runamuck."

"I second that, Runabout." Deciding it was better to flee than fight, the Battlechargers assumed alt form and drove off into the distance.

The Autobots ultimately elected not to give chase, especially when Elita dropped to a knee. Kup was at her side in an instant. "Elita, you alright?"

Elita reared her back and reveal a sparking gear in her right shoulder. "I'll live. Are the kids okay?"

"They're safe. Sandstorm's got them and he'll fly them back to the city." Kup said.

"We'd better get her back to Brainstorm to get patched up." Chromedome added as he went to help Elita up, but Elita rejected the assist.

"I'm not offline yet, Chromedome," she defiantly stated. "I can make it. But first…"

Elita started off toward the remains of the Pretender, limping the whole way. The Pretender was not only heavily damaged but fluctuating between its true form and the form the late Stella Holley. Elita stood ever the Pretender and could still make out the flickering red optics while the Pretender tried in vain to reach for her. She found it disgusting that Decepticons would go to such lengths, and at the same time, it was somewhat ingenious. Ingenious and insidious were two sides of the same coin, and Elita still only found it disgusting. She deployed her blaster and aimed at the Pretender's head. The Pretender met her optic and shrieked directly at her, and the Elita executed it at point blank range. The resulting spray of fire and sparks littered the ground around Elita One's feet.

The deed done, Elita turned to her fellow Autobots and said, "Let's get back to the city."

"Elita," Kup said, catching her attention. "Listen, there's something you've got to know before we head back."

"Can it wait, Kup," Elita said, touching her shoulder. "I'm leaking lubricant here."

"Elita, we got word from Sky Lynx and Rodimus Prime," Kup said. "They've recovered… something. Someone."

Elita had a confused look on her face. "Someone! Who are you…" Then it hit her like an asteroid slamming into an inhabited planet. The look on Kup's face said it all. "No," she whispered. "No, it can't be…" Elita sank to her knees, holding her hands to her mouth. "Kup, please tell me it's not who I think it is."

Kup wasn't even sure where to begin with telling Elita One what she likely already knew. "You know I'd never lie to you, lass," he said and knelt down beside Elita. "It's him; we found him."

Elita One was ready to break down right there. "…Optimus."

Inside of Sandstorm's alt form, Verity and Daniel looked on in confusion. "What's going on, Daniel?" Verity asked.

Daniel simply shook his head and replied, "Something's not right."

* * *

Gregory was stirred from an unintended slumber by an unseen presence. When he opened his eyes and regained some of his focus, he found himself directly into the piercing red optics of Ravage. The Decepticon spy cat glared at the human, growling at him before stalking away, and then Gregory realized that he wasn't with Jessica or the others. In fact, he wasn't even inside the tractor trailer with Optimus Prime's body anymore. When he noticed that his surroundings were all completely metal, Gregory determined then that he wasn't on Earth, but inside the Decepticon's warship. Galvatron appeared at the entrance way of, what Gregory determined was his cell, and leered down at the human with the utmost contempt. The way Galvatron was leering at him; Gregory was hit with a sense of familiarity.

"Where… where am I?" he asked fearfully.

"You're on my ship. It's only a courtesy as I don't usually allow aboard," Galvatron said in a low tone while studying the human. "You remember me, don't you?"

Gregory looked at the massive robot and that sense of familiarity grew. "Megatron."

"I'd prefer _Galvatron_," said the Decepticon leader. He pointed his face and said, "I like what you've done to your face."

Gregory literally jumped upright and went to confront Galvatron but quickly halted once the size difference became obvious. "You caused this; you and Optimus Prime…" he snapped while he pointed at his own face. "…caused this to happen when your fight destroyed my lab and my experiments. The formula for my heat-resistant alloy was never recovered nor duplicated, all because of you and Optimus Prime."

"Oh, I like this," Galvatron mused aloud. "You, a little human gnat, blame your string of lifelong misfortunes on us. You know, you're not the first insect to hold a grudge against us, whether it's the Autobots or Decepticons. Well, mostly the Autobots." Galvatron glared at the human as he paced around. "It looks like we have something in common, you and I."

Gregory was absolutely fuming at that point. "If you're assuming that we're alike, I'd suggest you toss that notion on the airlock."

"I'll toss the notion and **you** out the airlock if you get out of hand," Galvatron threatened. "On the other hand, you might be useful. It's just a matter finding that use. Tell me this, human; how badly do you hate Optimus Prime?"

Gregory glared at Galvatron in a way that would've made Ravage back away in fear. "Like you wouldn't dare believe."

Galvatron smirked at the human. "See? We _do_ have something in common."

* * *

As soon as they arrived in Autobot City several Earth hours after the run in with the Battlechargers, Elita One assumed proto form and sprinted for the infirmary. By now, Rodimus Prime and his group of Autobots had to be back from their mission. Elita confirmed it for herself when she noticed Sky Lynx and the Wreckers in the hanger bay keeping to themselves. She had no time to idle chatter and just kept going, almost knocking Rattletrap over as she went. Ignoring Rattletrap's belligerent griping, Elita still kept going. She reached the infirmary doors but didn't wait for them to open, instead barging inside when they opened halfway. Rodimus Prime was present with Wheeljack and Brainstorm. Several humans including Spike and Marissa Fairborne and William Lennox were present. Chip Chase was there too along with a human woman Elita had never met before. Then she saw what was lying on the infirmary bed and her spark sank; Optimus Prime or at least what was left of him.

Elita aimlessly approached the table while Kup came into the room behind her. Daniel and Verity followed him inside and Daniel suddenly stopped in his tracks. Like Elita One, he couldn't begin to believe what he was seeing. Verity stood in awe at the number of bipedal sentient machines standing around her. It was like she'd suddenly into a land of giants; giant, walking, talking, living machines.

Elita stumbled to the bed, completely oblivious to the other Autobots and humans, focusing only on the inert husk of her former spark mate. She touched his head, half-expecting him to rise up and greet her. But that didn't happen. Everyone in the room was silent, not a single word spoken. Chip, Marissa, Lennox and Spike all left the infirmary. Spike was eyeing Chip though; they still had something to discuss. As before, not one of them said a word.

The only word spoken at all was from Elita herself as she whispered, "Optimus? What's happened to you?"

Maybe it was a sense of duty to his friend, but Rodimus Prime approached Elita One and placed a hand on her shoulder. "Elita, I'm sorry."

"How," Elita whispered. "How could Optimus be here on Earth after we cast him into space in the mausoleum?"

At that moment, the human woman approached Elita One. "Elita One," she said. "My name is Jessica Morgan. I'm an astrophysicist with Langley Research Center working under Chip Chase. An associate and I were exploring the outer atmosphere of Mars when we detected a distress beacon from a derelict ship. The ship contained the body of Optimus Prime. I wanted to return it to the Autobots but my associate argued that we should disassemble it for study."

"Disassemble? You mean _butcher_ him," Elita snapped at the human. "I've been living on your planet for two of your years. I was starting to think this was nice place to live. Then all of a sudden, your species tries to maim someone I care deeply for, just to study us. That makes me sick beyond imagining."

"Elita," Rodimus said while grabbing Elita by her arms. "That's enough, alright?"

"It's not enough, Rodimus," Elita snapped. "Optimus is lying here right in front of all of us, dead, and you want me to calm down and let go? Is that it, because if that's the case then you're no better than the Decepticons," Rodimus said nothing having opted to let Elita vent. Elita eventually calmed down. "Rodimus, I… I didn't mean it. I'm sorry."

Rodimus simply said, "Yeah, you did." Then he walked out of the infirmary.

After Rodimus left, Wheeljack suddenly stated, "He's not dead."

"What?" Elita whispered.

"Look at these readings," Wheeljack was pointing to the monitor that was displaying faint lines slipping across the screen. "These indicate that Optimus's cerebral algorithms are active but very weak."

"Wait; are you saying that it might be possible that," Elita thought very long and hard about it. "Is it possible that Optimus could be alive?"

There was an awkward silence between Wheeljack and Brainstorm, after which Brainstorm said, "I wouldn't even say he's _alive_. Comatose, maybe, like a form of stasis lock."

"Can we bring him back?" said Rodimus Prime, who'd been standing at the doorway the whole time and hadn't left the infirmary after all.

Again Wheeljack and Brainstorm exchanged looks and Wheeljack said, "I don't know."

The one thing Elita One didn't want was an uncertain answer as she knelt back down beside Optimus. She whispered, "Come back to me, Optimus. Please, come back!"

* * *

Author's note: Another chapter done so soon? I'm good! Okay, I'm not that good but…

The Elita Vs Battlechargers was more or less inspired by a scene from Transformers Prime with Arcee fighting to Decepticons drones by herself. Then Chromedome, Sandstorm and Kup arrive and the end result sees the Pretender getting executed by Elita. That part was inspired by Optimus executing Demolisher in "Revenge."

Ultimately, it wasn't much.

It looks like Galvatron may be striking up a bargain with Swafford, although the details are being kept secret for now.

Finally, Elita One is finally reunited with Optimus, although it's pretty bittersweet. You almost have to feel for her. In a way, I kind of do feel for her. How do you feel about it?


	14. The Sentinel Cometh

Disclaimer: This story is still going so strong it's not even funny. Okay, it's a little funny! It can also be shocking.

Enjoy the next chapter and remember that I own nothing and claim nothing.

* * *

Chapter XIV

Still trapped in the dark recesses of limbo, the Fallen watched the most recent events from planet Earth with marked interest. First, he watched the exchange between Galvatron at the human man he'd abducted and listened. But the Fallen was far, far more interested in the Autobot's recovery of their lost leader, Optimus Prime. The Fallen knew of this particular Autobot. It was Alpha Trion who sired him from the remains of the Cybertronian called Orion Pax. Alpha Trion; the Fallen hated him most out of all the Original Thirteen. It was Alpha Trion who cast the Fallen into the abyss, to be forced to exist outside of the physical plane. So by definition of despising his former brother, the Fallen in turn hated Optimus Prime and every Prime that was to succeed him.

The Autobots had found him and had placed him in some form of intensive care, comatose after seemingly dying in battle. But perhaps the Fallen had nothing to fear. As long as Optimus Prime remained as he was, he wouldn't get in his way. There was still the matter of Rodimus Prime. Optimus Prime's successor seemed strong, but the Fallen knew better. He knew that Rodimus Prime was steadily buckling under the immense pressure of leadership. He would snap and soon. The Fallen also knew that Rodimus held the Matrix of Leadership; the one source of power that could free him from his prison.

That was where his servant would come in; a disgraced warrior from the Great War that ravaged Cybertron, exiled for his crimes just as the Fallen was. That same warrior was now the instrument of his will, to act as his agent. The beauty of it was this; the Fallen gave him no choice. It was either submission or oblivion. The disgraced warrior chose submission…

* * *

_((__**"I grow weary of this prison, Cybertronian. It is such as you grow weary of your exile."**_

"_My exile is a fate I deserve after the atrocities I committed," said the warrior. "You deserve far worse than exile for betraying and murdering the Thirteen Original Primes; your own brothers."_

"_**THEY BETRAYED ME,"**__ the Fallen bellowed. __**"They chose to stand against their one true sovereign lord, Unicron the Chaos Bringer. They banished the Quintessons, their creators. Your creators."**_

"_Do not speak as if you are the victim here, Fallen." the warrior said._

"_**Do not speak as if you are any different from me,"**__ the Fallen countered. __**"It was during the Great War when, in you infinite lust of battle, you brutally massacred both Decepticon and Autobot alike. You speak as though you are without fault, but you are nothing more than a mere hypocrite compared to me."**_

_The nameless warrior fell silent for a long moment before stating, "Yes; I have killed both Autobot and Decepticon. My lust for war overtook me and that is why I deserved to be exiled."_

"_**You long for battle; you crave it,"**__ the Fallen stated. __**"Yet in my presence, you feel nothing but fear and that is why you will serve me."**_

"_Shut up!" the warrior whispered._

"_**You fear me because I can obliterate you with only a thought. As much as you still crave the lore of combat,"**__ the Fallen paused for a moment before continuing. __**"Your own self-preservation takes utmost precedence. You are weak before me and that is why you will retrieve the Matrix of Leadership and wield its power to release me from my prison."**_

"_I… will not."_

"_**You will… Sentinel Prime,"**__ the Fallen growled. __**"And the universe will know my rage is infinite. Before the Fallen, the universe… will… BURN!"**__))_

* * *

The flashback ended harshly for the lone traveler as was approaching the fourth planet from the Sun of the Sol System. In several decca cycles, he'd be landing on the planet Earth and his mission was all too clear; retrieve the Matrix of Leadership. But he never really stopped thinking about that moment stellar cycles ago when he first encountered the Fallen through a tear in the fabric of space and time. He never allowed himself to forget what he did in the Great War; the lives he'd taken from Autobot and Decepticon that led to his exile. He accepted it until the Fallen appeared and threatened him with death, leaving him fearful for his own life. He questioned if he was simply being selfish or if it was that he too afraid of the Fallen to stand against him. Maybe both. One thing was certain though; his name was Sentinel Prime, disgraced Cybertronian war hero. Servant to the Fallen. Murderer. Traitor.

* * *

By all accounts, Spike felt betrayed. He needed to confront Chip wherever he might have been hiding in the city since they never had a chance to do that on the flight back. In his frantic search, Spike inquired about Chip's current whereabouts by asking any of the Autobots he might have ran into. Eventually, Rattletrap in his near limitless sarcasm, directed Spike to the hanger bay. When Spike arrived there, he only saw Sky Lynx, the Wreckers, Override and Chromedome. But no Chip. Spike was getting absolutely frustrated because he knew it wasn't like Chip to avoid him like this. It wasn't like Chip to withhold important information from Spike either. Desperate times called for desperate measures.

"Metroplex!" Spike said, speaking directly to the city itself. A large monitor appeared with a static line in the middle.

"Metroplex heeds the call of Spike Witwicky," boomed the voice of Metroplex. "How may I be of assistance?"

"I need to find Chip Chase," Spike stated. "Do you know his current whereabouts?"

"Chip Chase, ally of the Autobots, is currently located within the communications tower with Autobot Cerebros and Carly Witwicky." Metroplex said.

"Thanks, Metroplex." Spike said.

"Spike," Metroplex said, stopping Spike from walking off. "I am aware of the presence of Optimus Prime in the infirmary. His vitals; they are faint."

Spike simply muttered. "Yeah! He's… not well."

"I am… sorry." Metroplex said.

"Me too." Spike said and walked off.

* * *

"It isn't like I had a choice, Carly," Chip said to a clearly unhappy Carly. "I was trying to keep it quiet so the Decepticons wouldn't cause a mess."

"In the end, that's exactly what happened, Chip," Carly snapped. "Rodimus and his team were barely able to get Optimus to safety."

"What do you what from me, Carly?" Chip snapped.

At the moment, Spike stormed into the tower and said, "How about the truth," Spike approached Chip looking about ready to slug him, but he held back while Carly and Cerebros elected to leave the room. "Let's hear it, Chip; let's hear you try to justify lying to the Autobots. To me."

"It wasn't a lie, Spike," Chip said in his defense. "I was taking every precaution I possibly could to at least keep the Decepticons from figuring out about the cargo. I took careful steps to keep you in the loop by warning you about an ambush."

"You didn't tell us that it was Optimus Prime," Spike said. "Why hide that, huh? What else have you not told us?"

"If I'd leaked information about Optimus before setting up the convoy, the Decepticons likely would've hit Langley first. That was where Optimus was being kept before," Chip explained. "Gregory Swafford wanted to take Optimus apart piece by piece. I did what I thought was right to protect him."

"Yeah and in the end, the 'Cons found out about him anyway," Spike pointedly snapped. Chip could only turn away. "What happened to you, Chip? We've been friends for years. I never believed in my heart of hearts that you'd ever go behind my back like this."

"I did what I had to do for the sake of… National Security." Chip said with a hint of reluctance.

"Nation Security, my ass," Spike snapped. "You and I; we we're like brothers. You were the best man at my wedding. You were with me and Carly the day Daniel was born. Hell, we mourned my father together at his funeral. I trusted you, damn it."

"I'm sorry, Spike. Okay. I'm sorry!" Chip snapped back.

"Hell no, _sorry _is not going to cut it this time, Chip," Spike said. "I'd knock you on your ass if I thought it'd make a difference. But I'd be no better than the Decepticons."

Spike stormed off after that, leaving Chip to lament to himself over everything that'd happened. It was in an almost masochistic sort of way that he wished Spike had decked him. But Spike obviously had more pressing concerns, namely, the wellbeing of his son and that teenage girl he'd brought with him. Chip though was more concerned about the psyche of two of particular Autobots. Elita One hadn't left Optimus Prime's bedside since he arrived at the city. The other Autobot, Rodimus Prime, had been unusually distant even before. Both cases left Chip with a sense of doubt that anyone would forgive him for his actions. Quite frankly, he couldn't blame them at all.

* * *

Springer and Breakaway were on patrol several dozen kilometers away from Autobot City in their respective vehicle form scanning for any Decepticon activity. They had yet to hear about Optimus Prime but it was likely that they'd find out soon enough. The Aerialbots were also on patrol a few clicks from them. So far, they too hadn't heard the big news. It was likely that alerting them would leave the surrounding area vulnerable to a Decepticon attack, something the Autobots could scarcely afford even with Metroplex backing them up. It was during their patrol that Springer detected something unusual a long distance from his and Breakaway current position. The Aerialbots must've detected it too, because Silverbolt suddenly contact the duo.

"_Silverbolt to Springer, we're picking up a strange energon signature several kilometers from our current position. We're already on our way to investigate."_

"We're picking up the same thing from here, Silverbolt." Springer said.

"Maybe it's just Depth Charge out for an airborne stroll. You know how he is; all brooding and angry." Breakaway quipped.

"I doubt it, Breakaway," Silverbolt chuckled. "We're sending the following coordinates to you now. We'll secure the area until get there."

"Copy that, Silverbolt. Don't celebrate until we get there." Springer quipped.

"_No promises. Silverbolt out."_

"What'd you think, Springer? 'Cons again?" Breakaway said.

"I doubt it," Springer said. "Let's just go check it out before the Decepticons get suspicion."

Breakaway was already gunning his thruster. "Last one there has to sit through a Rattletrap rant." Then Breakaway jetted off.

"Always on the move." Springer mused before moving to catch up with Breakaway.

* * *

The object that had only just entered Earth atmosphere was coming down toward the valley of the Oregon Mountains in a fiery blaze. Some distance away from the object's trajectory, the Aerialbots were flying into range to intercept it. There was so far no sign of the Decepticons anywhere within range of the object, which was a good sign overall. Then it appeared that the object was listing to the right, as if it was being directed that way. That meant one thing; the object was very likely to be a vessel of some kind. It also meant that whoever was piloting the vessel was in serious trouble. The Aerialbots gunned their engine hit either Mack Two or Three and they ended up breaking the sound barrier.

The vessel was by that point enflamed as it was making a barely controlled descent, leaving a smoldering contrail behind as it went. The descent angle was steadily becoming steeper and the front of the vessel was yawing to the left. Then the vessel impacted the ground with a loud crash, skidding across the ground and slamming into random outcroppings in its path. Soon after, the vessel came to a sudden halt with its hull battered and several small patches of fire around it. The Aerialbots approached the wreckage of the vessel and all assumed proto form one by one, taking flanking positions around it. Once he was certain that the area was clearly, Silverbolt turned to his fellow Aerialbots.

"Okay, we've got a couple cycles before Springer and Breakaway get here. Fireflight, Slingshot and Air Raid; you three secure the parameter," he said and the three chosen Aerialbots did as commanded. Silverbolt turned to Sky Dive and said, "You and I will check the ship for any life signs."

"You know, I was kind of hoping the Decepticons would be on us by now." Fireflight said.

"Maybe they're getting drunk off red energon." Air Raid quipped.

"Stow it, you two." said Silverbolt.

"Silverbolt, you'd better take a look at this," Sky Dive said while he was already atop the hull of the vessel. He pointed to a set of marking when Silverbolt approached. "What that look like to you, boss?"

Silverbolt had to take a closer look and he mused, "That looks like Cybertronian writing. It's old but still readable. While I'm not exactly adept at reading this kind of writing, I think it roughly translates as 'Exile'."

"'Exile?' Wait a nanosecond; you're saying this vessel is Cybertronian," said Slingshot. "Don't get me wrong; I mean, we did go back in time at one point, but I don't remember Cybertronian ships looking like that."

"That makes two of us." Silverbolt said.

"Silverbolt," Air Raid said. "We've got Breakaway and Springer inbound."

The familiar sound of a helicopter rotor was gradually growing louder when Springer eventually appeared in the sky. Then there was the sound of a jet engine and the F-35 C Fighter alt form of Breakaway appeared. Breakaway assumed proto form and landed gracefully beside his friend Slingshot, both greeting each other with fist bumps. Springer assumed proto form before landing on the ground just across from the strange crashed ship and he was just as confused by it as Silverbolt, whom he hastily approached.

"So what's the situation, Silverbolt?" he asked the Aerialbot leader.

"About a few cycles, this ship came through Earth's atmosphere and made a wicked crash landing. Note the debris," Silverbolt explained. "Check out these markings," he pointed to the scripture on the hull of the ship. "What's that look like to you?"

Breakaway took a closer look at the scripture and said, "I'm no historian, but these markings look Cybertronian. Except, I don't remember our ship looking anything like this."

"That's probably because this ship is a lot older than the current generation of vessels. I'd say before the Great War." Silverbolt said.

"Maybe Kup would know," Air Raid said. "He's pretty much a walking relic anyway," Then he got looks from the trio of Autobots. "What?"

Suddenly, the hatch of the ship began to open slowly with a whiff of vapor spewing from inside. The startled Autobots deployed their weapons and took defensive positions around the ship in the event the exiting party was hostile. Once the canopy was clear, a large metal hand with blue and gold coloring appeared grabbing the edge of the opening. It didn't stop the Aerialbots, Springer or Breakaway from staying defense nor did it really fill them with confidence. Whoever was emerging from the ship was… large. As the mysterious occupant rose from the ship's cockpit, the seven Autobots began to study him; he was considerably large with mostly blue and gold armor. His helmet resembled a three pronged crown, similar to the one worn by Galvatron. That alone was a bad omen. As he struggled to climb out of the ship, the new arrival tumbled to the ground where he landed almost face first.

Springer, unsure of what to make of the occupant, cautiously lowered his gun and approached him. Breakaway and the Aerialbots kept their weapons trained. The arrival rose to his knees but still needed his hands to stay level. That was when Springer noticed the Autobot insignia on his chassis. Though he remained cautious, Springer knelt down beside the new arrival, who then his face for the first time. Scars lined his face, none of them fresh or recent. His optics shimmered a brilliant blue hue as he gaze at the Autobot beside him.

"Where… where am I?" he asked with marked exhaustion and confusion.

"You on a planet called Earth," Springer stated. "You ship made a crash landing and we found you inside it."

The new arrival sounded almost too winded to speak clearly but he managed to say, "The war… the Great War. I remember fighting in the Great War. What happened; did we win?"

"That hard to say," Silverbolt said. "You mind telling your name?"

The new arrival started to stand up with Springer's help and eventually made it to his feet. He was still holding his side. "You first…"

The two Autobots exchanged wary gazes before one of them said, "My name is Springer and this is Silverbolt, leader of the Aerialbots."

"Aerialbots?" the newcomer repeated.

"We're an Autobot subgroup consisting of myself…" Silverbolt said before introducing his team one by one. "…Sky Dive, Fireflight, Slingshot and Air Raid."

The newcomer was startled when a seventh Autobot approached. "I'm Breakaway," he said and held out his hand, which the newcomer didn't accept.

"Who's in command of the Autobots on this planet?" he asked plain.

Again, Springer and Silverbolt were more than a little wary and Silverbolt said, "Our current commander is Rodimus Prime. If you want to meet him, you might want give us you name."

"My name is of no consequence," the newcomer stated. "I need to speak to your Commander right now. It's a matter of great urgency."

Now Springer was getting very concerned; something was not right. "Look, whoever you are, I give my word that we'll take you to see Rodimus, but first we need a name."

The newcomer tensed up and eventually introduced himself. "My name is Sentinel Prime. Now, it is extremely imperative that I speak to your Commander. Now!"

"Wait; did you say your name was Sentinel Prime," Silverbolt asked out loud to which the newcomer nodded. Silverbolt glanced at Springer who had the same increasingly wary look on his face. "Give us a nanosecond."

The two Autobots turned away from Sentinel Prime, huddled together and started whispering to each other. "Sentinel Prime is supposed to be dead. How could he standing right in from of us?" Springer said.

"It might be a Decepticon trick," Silverbolt whispered back. "Maybe we should just play along for now."

"I don't like it," Springer whispered. "Something's not right."

As the two Autobots silently conversed, Sentinel Prime tensed up drastically. Then he heard the voice. _**"Destroy them, Sentinel. Destroy them all!"**_

"No, I won't!"

"_**Do it, NOW!"**_

"No…" Sentinel fell to his knees holding his head in agony. The Autobots that were present had no idea was to make his bizarre behavior.

Springer approached Sentinel, kneeling beside him. "Hey, hey! You okay here?"

Sentinel was trembling, as if he was being violently attacked from within. Then he became still and said very clearly, "I'm fine, nothing to worry about," Sentinel raised his head to face Springer. "I've got everything under control."

By the time Springer began to realize that something was absolutely not right about Sentinel, he heard the sound of a transformation from Sentinel's right. Then came the swift and sickening sound of steel scraping against steel. It only took Springer a nanosecond to realize that he had a single edged blade impaling into his chassis. The Aerialbots and Breakaway barely had a microsecond to process what had just happened; Springer was just mortally wounded by Sentinel Prime. Sentinel Prime threw Springer down and focused on the Aerialbots, deploying a large rifle from his right arm.

He quickly fired on the bemused combiner team and immediately struck the nearest of them, Fireflight. The shot produced a hail of laser fire that ripped through the hapless Aerialbot before he fell lifelessly to the ground. The same hail of laser fire caught Slingshot and Sky Dive before they had time to react. Silverbolt, Air Raid and Breakaway attempted to fire back but Sentinel Prime simply and almost effortlessly sidestepped the ensuing laser fire from their weapon. Then he fired back and managed to strike down Air Raid as he attempted to take off. Silverbolt deployed a vibroblade and charged Sentinel, who deployed his own melee weapon and blocked the first overhead swipe from Silverbolt.

"Breakaway, get out of here now," Silverbolt shouted. "Get back to the city!"

Breakaway didn't like to argue nor did he wish to leave. But knowing that he was no match for Sentinel Prime, he jumped into the air and took off toward the sky. He stopped and hovered in place, watching as Silverbolt fought Sentinel. But it was already a losing battle. Silverbolt attempted to fight off Sentinel for as long as he could, but he was clearly and hopelessly outmatched. He wasn't a close range fighter and it showed, but he still kept fight Sentinel as Breakaway watched from above. Eventually, Silverbolt was twisted around so his back was to Sentinel, and then Sentinel ran him through from behind with his blade. Sentinel then sent an electrical charge through the blade into Silverbolt and then put Silverbolt out of his misery. Disposing of the now dead Aerialbot, Sentinel turned his attention to the still airborne Breakaway.

Breakaway was seemingly frozen in place watching the sudden deaths of the Aerialbots but he had no time to mourn. Sentinel again deployed his ranged rifle and fired on him. Breakaway was able to dodge the blast before assuming alt form and flying off. Sentinel still took one final shot and managed to clip Breakaway on his underside. Despite the injury, Breakaway got away. Sentinel remained and took in the devastation he caused, looking around at the bodies of the dead Aerialbots. He dropped his rifle and fell to his knees.

"No, not again," he said. Then he heard something from behind him. He turned and noticed the first he'd wounded, Springer was his name, trying to crawl toward him. Picking up his rifle, Sentinel approached Springer until he was standing above him. "Stay down, Autobot. Please, don't make me kill you."

Springer struggled until he was to grab hold of Sentinel's leg. "Why," he asked. "Why did you do this?"

"I…" Sentinel was struggling to give an answer. "…I have no choice."

"_**Finish him!"**_

Sentinel aimed his rifle and pulled the trigger. One moment and a blinding white flash later, there was nothing left of Springer. Sentinel Prime mused to himself, "Primus, forgive me!"

In the back of his mind, the voice of the Fallen mused, _**"Such heroic nonsense."**_

* * *

Author's note: That ends yet another chapter and, we've finally seen the debut of Sentinel Prime. It's interesting that I originally wanted to portray Sentinel as a sociopathic Autobot obsessed with claiming the Matrix, kind of akin to the character Thunderwing. Go look him up if you're confused. I instead chose to make him a more conflicted character, make him regret his actions while also serving the Fallen out of a sense of fear and self-preservation.

Or we can just call it selfishness. Either way, Sentinel made his debut by outright killing Springer and the Aerialbots. I'm sorry to any Springer or Aerialbot fans, but if it draws emotional responses then I've done my job.

Spike and Chip had their little chat. I originally wanted Spike to slug Chip but decided against it sense I wanted Spike to still have some integrity while being upset. I've also hinted at the fate of Sparkplug and I should add more background to that at a later time. So, tell me what you think so far.


	15. Some Assembly Required

Disclaimer: We're barely halfway through this shindig and still going strong now that Sentinel Prime has made his appearance. We've still got a long way to go so stay frosty and enjoy the next chapter.

* * *

Chapter XV

Location: Charr

In Starscream's laboratory, Cyclonus wasn't sure how much more he could take of being Starscream's puppet. As he looked up at the inert robotic form that was to be new body of Starscream himself, Cyclonus was about ready to snap. That in itself would've been a rarity since Cyclonus prided himself on being emotionless. But now as he forcibly tapping the keys of a console, the main monitor flickered to life nearby. Starscream, knowing it was Makeshift at the other end of the incoming transmission, forced Cyclonus into approaching the monitor and starting it up. Makeshift appeared still disguised as Cyclonus. When he saw Makeshift in his likeness, Cyclonus thought he was seeing his reflection. Except, his doppelganger was smirking him, and Cyclonus couldn't stand it.

"_Cyclonus, are you still not used to seeing your reflection?"_ Makeshift said in his normal voice, taunting Cyclonus as he did.

"When I get my hands on you, Makeshift, you'll wish you never…" Cyclonus was suddenly thrown from the monitor to the far wall. Then he ended up face planting the floor in from of the monitor from which Makeshift was watching with amusement.

Cyclonus was dragged to a reflective surface where he saw Starscream sneering at him. _"Now, that's no way to treat your doppelganger, Cyclonus. Why don't you just apologize?"_

"Go jump into a quasar, Starscream!" Cyclonus bellowed right before slamming his head into the reflective surface, shattering it.

"_If I do that, there's a very good chance that I'll take you with me,"_ Starscream bellowed. _"Now be a good slave and SHUT UP while I speak to Makeshift."_ Starscream forced Cyclonus to the monitor and spoke to Makeshift through Cyclonus. _"So Makeshift, what have you to report?"_

"_I've returned from Earth with the other Decepticons after a failed attempt at acquiring a specific sort of cargo." _Makeshift said.

"_Typical of Galvatron to have another failed mission," _said Starscream._ "What was so special about that cargo?"_

* * *

In a shadowed area of the Decepticon's stronghold, Makeshift stated to Starscream, "Apparently, the cargo was the body of Optimus Prime. The Autobots have secured it."

"_Optimus Prime? Interesting," _Starscream mused._ "It doesn't matter and it doesn't change my plans. As long Optimus remains as he is, no one will stand in the way of my rebirth. Continue to monitor the Decepticon's activities and report back regularly to me."_

"There's one other thing; Galvatron has also abducted a human with a grudge against Optimus Prime," Makeshift stated. "I'm not sure for what purpose."

"_Maybe Galvatron has need of a pet. What a foolish sentiment,"_ Starscream said insultingly. _"Continue with you assignment, Makeshift."_ Then Starscream cut the feed.

"What an idiot!" Makeshift mused.

"I couldn't agree more." A voice suddenly said out loud.

Still in disguise, Makeshift spiraled around to confront the voice and found Mindwipe leaning casually against the wall behind him. "Mindwipe," he quickly said using Cyclonus's voice. "If you sneak up me like that again, I'll tear your wings off."

"You can drop the charade," Mindwipe suddenly said. "I know you're not Cyclonus. I also know that your rather unique talents prevents you from having an assuming a vehicle form. Isn't that right…? Makeshift?"

Makeshift couldn't believe he'd been found out, and by Mindwipe of all the Decepticons. How did he possibly find out and how long did he know? Another interesting question was; why didn't Mindwipe warn Galvatron? As Makeshift struggled to comprehend all of this, Mindwipe just stood there casually, mockingly watching Makeshift attempt to process everything. In the end, it didn't matter. Makeshift shifted to his true form in full view of Mindwipe. Mindwipe studied the shifter closely, waiting to get a sense of how he operated. He never seen a shifter in his existence but looking Makeshift standing before him, Mindwipe liked what he saw. Suddenly, Makeshift changed form into a mirror image of Mindwipe, who smirked at his double.

"I have to admit though that your shape shifting ability is impressive." said Mindwipe.

"How long ago did you realize who I was?" Makeshift asked in the voice of Mindwipe

Mindwipe, the real one, huffed. "I've always known about you, and I've always been well aware of Starscream possessing Cyclonus," Mindwipe sauntered up to Makeshift and then strolled around him. "I've just been keeping relatively quiet about it. Imagine the chaos if someone like Barricade found you out and then spewed you existence to Galvatron."

Makeshift returned to his true form to face down Mindwipe. "What do you want, Mindwipe?" he asked.

Mindwipe chuckled at the question and said, "I doubt you or Starscream have anything I want, Makeshift. But since we're on the subject, I want assurance that Starscream, if and when he's reborn, will make me his right hand 'Con. In the meantime, I'll continue to maintain my… discretion."

_Why don't I feel any better about that? _Makeshift thought as Mindwipe sauntered off. Activating his wrist communicator, Makeshift quickly said, "Starscream, I think we've got a problem."

* * *

Location: Autobot City  
Oregon Mountains

Verity couldn't being in awe of the enormous steel walls of Autobot City, so much so that ended wandering around with no idea where she actually was. So far, Verity had only seen the outer courtyard and the infirmary. Everywhere else in the city was a mystery to her. She did at least figure that she was traveling alone down an immense corridor and that she was trying to find either Daniel or Elita One. As she went, Verity could hear metal footsteps. She eventually caught sight of a small looking robot carrying a crate of tools and in her haste to get out of the way, the Autobot stumbled and dropped the crate. The tools flew from the crate and the Autobot, who turned out to be Rattletrap, fell flat on his face. Verity had to avoid the random tools falling from above her. She was lucky in more ways than one, but it didn't stop Rattletrap from throwing his own fit.

"Hey, watch where you're goin', you nasty lil'… uh, mammal thing!"

Verity actually found the diminutive looking Autobot amusing, if a bit rude. "Jeez, sorry! I didn't mean to trip you up."

Rattletrap glared at the tiny human girl. "Sorry," he repeated. "Is 'sorry' gonna pick up these tools? I don't think so, sista. Why don't ya go crawl back under whatever cave you came from. I got work do to." Rattletrap bellowed as he started gathering the fallen tools.

"Damn," Verity quipped. "Are you seriously an Autobot, with that attitude?"

Rattletrap lowered his face to Verity and quietly said, "No, I'm a Maximal," then he shouted. "Of course, I'm an Autobot. Ya act like ya never seen one before, you stupid lil' ape!"

"I've got a name, you know; it's Verity." The girl snapped at the belligerent Autobot.

"Good for you! Now get outta my way so I can get these tools to the Wrecker's hanger bay," Rattletrap said, hoisted the crate full of the tools and stormed off. "Damn humans; think they run the whole planet!"

Apparently, as far as Verity believed, Rattletrap didn't think too highly of humans. She was just about to follow she was stopped by a female-looking Autobot. "I wouldn't take it too personally," she said. "Rattletrap not too crazy of humans or Earth."

"I'll just bet." Verity said.

"Believe me; once you get passed his smart aleck nature, he's a lot of fun to be around. I'm Tempest, by the way."

"Verity; nice to meet you," Verity greeted Tempest, who knelt down in front of her. "You don't look that much like the other Autobots. You look more… human."

"I didn't start out an Autobot," Tempest lamented. "I used to be a Decepticon before I joined the Autobots."

"You were a Decepticon?" Verity said, stunned.

"Up until Breakaway turned me, yeah." Tempest said just before the city alert sounded.

Then the booming voice of Metroplex sounded through the city of which he a part. "Alert; Breakaway incoming. Repeat; Breakaway incoming."

Tempest listened closely and began to sense something was wrong. "It's too soon."

Then Breakaway's frantic voice came through the city's intercom. _"Anyone there? I'm injured and I'm coming in hot, heading for the courtyard. Repeat, I'm…"_

Tempest wasted no time in heading for the courtyard with Verity following her. It was already obvious that the human would fall behind of the Autobot but it didn't stop her from running. Tempest vanished around the corner into the next corridor and rushed outside where several other Autobots were already waiting. Verity eventually made it outside where she recognized two of the Autobots as the one that saved her and Daniel earlier that day; Chromedome and Sandstorm. There was another female Autobot there that she didn't recognize. She was pointing up toward the sky at a 90 degree angle.

Verity caught sight of a smoking object approaching the city. It looked like a damaged fighter jet with smoke belching out from it underside. Then Verity saw the pained expression in Tempest's silvery optics. It had to be Breakaway, Verity concluded. It was just as he was about to reach the city limits that Breakaway assumed proto form. Rather than land gracefully, he ended up slamming into the steel ground, rolling across the way and colliding with Chromedome, who thankfully had braced himself for a collision. He just wasn't ready to hit the wall with Breakaway and after that collision, the two Autobots laid in a heap. Chromedome was a sturdy one and was moving normally, but Breakaway was out cold and face down.

Tempest was right at the scene to check on Breakaway. "Breakaway? Breakaway, talk to me!"

Another Autobot colored black and gold arrived that Verity didn't recognize. "What did you do," he demanded of Tempest. Then he pulled her away from Breakaway. "What did you do?"

"I didn't do anything, Prowl," Tempest snapped. "Breakaway came back like this."

Before Tempest and Prowl could come to blows, another Autobot with a red, white and blue color scheme arrived and got between them. "Stand down, both of you!" he said in a commanding tone.

Prowl persisted in his accusation of Tempest. "She's responsible for this, Ultra Magnus," he shouted. "She's a damn Decepticon; she should be locked up."

"I said, stand down," Ultra Magnus shouted directly at Prowl before kneeling beside Breakaway. "He's going into stasis lock. Chromedome and Override, you two get him to the infirmary and have Wheeljack stabilize him. Sandstorm, you go notify Rodimus. Move."

Sandstorm rushed off to search for Rodimus while Chromedome and Override carried Breakaway to the infirmary, but Prowl was still attempting to get to Tempest. "This little Decepticon bitch has to be held accountable for this. She can't be trusted.

"I was it the city when Metroplex warned me about Breakaway and I just got outside when he almost crashed and burned." Tempest defended.

"Yeah, after you likely took a few shots at him, 'Con." Prowl spat.

"Keep mouthing off, I dare you!" Tempest spat back.

Enough," Magnus bellowed. "Prowl, do you have any actual proof that Tempest is at all responsible for Breakaway's condition?"

Prowl found himself completely at a loss and replied, "No. But if she didn't do this, then who did? Answer me that." Then Prowl stormed off.

"Prick," Tempest mused to herself much to Magnus's displeasure, and then she noticed the absence of several other Autobots. "Where're Springer and the Aerialbots?"

Ultra Magnus noticed the same thing and pressed his fingers to his head. "Springer, this is Ultra Magnus. Do you read me," he only received static. "Springer, please respond. Silverbolt, do you read me, come in!"

Tempest decided to try her luck. "Sky Dive, do you read me? Air Raid… anybody," Just as with Ultra Magnus, all Tempest received was static. "Something's definitely wrong."

"Their last confirmed location was 11 miles from the city," Ultra Magnus stated. "Take two Autobots and go see if you can find them."

"Right, I'll go grab Bumblebee and Jazz and head out. And, Magnus," Tempest said to Magnus. "Keep Breakaway alive until I get back. Please!"

"You have my word, Tempest. Now go!" Magnus said.

Tempest gave a nod to Ultra Magnus a nod of encouragement before heading off to meet with Bumblebee and Jazz. But Ultra Magnus was already extremely concerned about recent events. Something just seemed so wrong for him to properly process anything. He knew that the Decepticons wouldn't simply hit and run and they also wouldn't act without orders from Galvatron. Then again, how many had the Decepticons taken such brazen steps in the past? Still, something just plain didn't add up for Magnus. Breakaway was the only Autobot right now with who could provide answer and Ultra Magnus knew he had to learn more. First, Breakaway needed to be stabilized.

* * *

Elsewhere across the mountainous landscape, Sentinel Prime stood atop a large hilltop overlooking the land. He looked down at his hands, clasping them into fist. Then he began to lament. Six Autobots were dead because of him, because he was forced to kill them by the Fallen influencing him. It was just like Cybertron all over again. Sentinel wished he never encountered the Fallen. But it was too late to change anything from the past. Sentinel then realized that it wasn't too late to change his own fate. So, he fell down to his knees and deployed his rifle. Then he held the barrel to his chin. All Sentinel had to do from was squeeze the trigger and it would all be over. But try as he might, he much as he believed this was the only way, Sentinel just couldn't do it and he dropped his rifle.

Sentinel grew ever more frustrated when he heard the voice of the Fallen in his mind. _**"You are failing, Sentinel,"**_ said the cold voice. _**"Why haven't you retrieved the Matrix?"**_

Sentinel shook his head in a vain attempt to be rid of the Fallen from his mind. "I won't retrieve the Matrix if it means I must kill another Autobot."

"_**You are a fool if you think I will offer you a choice,"**_ the Fallen angrily stated. _**"Even though I remain trapped in limbo, I can still force you to do my bidding."**_ Suddenly, Sentinel grabbed his rifle and held it to his chin, but it wasn't by his own doing. It was the Fallen controlling him, something didn't expect.

"What are you…" Sentinel struggled to speak while he felt his finger inching toward the trigger.

"_**You believe you act solely on your impulses, but that is only because I allow it,"**_ the Fallen explained. _**"I could make you do or say anything that I desire. We have both murdered, so tell me this, Sentinel; what could possibly any different," **_The Fallen waited for an answer from Sentinel but ultimately, he received none. _**"The silence is your answer,"**_ said the Fallen. _**"Now, do as I command, Sentinel Prime."**_

Then Sentinel felt like he was suddenly free. The Fallen had obviously released his hold on him, but he was still there waiting in the dark. Sentinel was even more uncertain of what he should do knowing that the Fallen would and could make him do things he normally wouldn't. Or would he? Sentinel wasn't sure of anything anymore except for the fact that he simply had no choice. The Fallen wouldn't it for any reason no matter how much Sentinel would try to fight, it just wouldn't matter. What mattered now was that Sentinel held to where that young, wounded Autobot had flown to. He had a signal that indicated a large structure like a city several miles away. If the Matrix was there, that's where Sentinel needed to go. This time around, Sentinel would have to try for no further loss of life.

* * *

Jazz, Bumblebee and Tempest arrived at the last known location of Springer and the Aerialbots as dusk was rolling around. It already seemed like a bad omen once the trio saw several plumes of smoke rising. They were enough to blot out or the Sun, or the Moon in this case, but it was a bad omen nonetheless. Tempest flew up ahead of Jazz and Bumblebee and quickly assumed proto form. She saw right away how bad it was when she gazed at the mangled remains of one of the Aerialbots. It looked like Slingshot; he was face down on the ground and he was literally bleeding energon from a wound in his torso. A few feet away, Jazz located the remains of Fireflight and Sky Dive while Bumblebee found Air Raid's broken body. Bumblebee could only beep and whine though that was enough for Jazz to concur with him.

"Yep, this is hard to look at, Bee," he said. "Whoever did this didn't pull any punches."

Tempest didn't say anything but then she noticed movement behind a boulder. She went to check it and then she shouted out, "Jazz, Bumblebee, over here!"

Jazz and Bumblebee rushed to where Tempest was calling from and found kneeling over Silverbolt, badly wounded but miraculously alive. He had a gaping hole in his side, as if someone plunged a blade right through him. "Silverbolt, you okay?" Jazz asked.

Silverbolt struggled to move barely an inch when he saw Jazz. "I'm perfectly fine, Jazz; never better. Except for this large hole in my lower chassis," he quipped painfully. Bumblebee buzzed and whined a response to which Silverbolt replied, "I kind actually played Dead; I induced a forced stasis lock to protect my vitals."

"Clever, Silverbolt! Too bad you're team wasn't so lucky," Tempest regrettably said. "But, what about Springer? We can't find anywhere."

Sliverbolt wasn't even remotely sure of how to explain. "I think… Bumblebee's standing on him."

Bumblebee cocked his head to the side in confusion before he looked down. That was when he noticed the giant scorch mark and the burned remains of Springer right there. Bumblebee freaked and literally through himself off the pile. He even tried to explain away what had just happened for whatever good that did. Jazz on the other hand examined the pile and he quickly confirmed that it very much indeed was Springer's remains. Jazz wasn't sure what to think outside of anger and looked to Silverbolt.

"Who did this," Jazz asked. "Was it the 'Cons?"

"Worse," Silverbolt said before he briefly hunched over. "He called himself Sentinel Prime."

Jazz looked at Bumblebee and Tempest in astonishment and asked, "Say what?"

* * *

"OW," Breakaway yelped after Wheeljack poked with a surgical point. "Careful with that thing, Wheeljack."

Wheeljack got only a tad frustrated with his patient's fidgeting. "Sit still and I'll be as careful as possible, Breakaway."

"Yeah, you do that. I was shot today and I don't need to be probed." Breakaway quipped.

"No promises," Wheeljack muttered. "In the meantime, how about you keep it down?"

Breakaway looked over and saw the inert husk of Optimus Prime lying on the adjacent sickbed. Rodimus Prime eventually arrived in the infirmary with Ultra Magnus and Kup in tow. "How's he doing, Wheeljack?" Rodimus asked.

"Well thankfully, the damage isn't as bad as expected," Wheeljack explained and produced a holographic image of Breakaway on the nearby monitor. "He'll need a replacement afterburner which we've got readily available in the hanger bay, assuming the Wreckers hadn't… you know… wrecked it."

"I'm going to be airborne though, right, Wheeljack?" Breakaway asked.

"I would suggest staying grounded for a couple decca-cycles, but yeah, you'll be flying again." Wheeljack said.

"Can you tell us what happened out there, Breakaway," Ultra Magnus asked. "Was it the Decepticons?"

Breakaway looked up at Rodimus. "No," he said. "We were attacked by… by an Autobot," Everyone in the infirmary fell silent at the shocking revelation while Breakaway continued, "Springer and the Aerialbots were massacred while I barely got away."

"Wait one nanosecond," Kup said. "Are you telling us that the Aerialbots and Springer were all killed by one of our own?"

"You haven't heard the kicker," Breakaway said. "That rogue Autobot… he claimed that he was Sentinel Prime."

Another hush fell within the infirmary while Rodimus Prime looked back at Optimus Prime's body and Ultra Magnus said, "Did you say Sentinel Prime," to which Breakaway nodded.

Rodimus exchanged a glance with Kup only for his mentor and friend to walk out of the infirmary. That told Rodimus that Kup knew something and he wasn't talking. Plus, as far as he knew, Rodimus believed that Sentinel was dead and gone after the Great War millennia ago. So, either it was a very sick Decepticon ruse, or certain parts of Cybertronian history were fabricated. Rodimus needed answers and he knew only Kup could provide them, so he followed him out into the corridor. Kup was already less than halfway from the infirmary when Rodimus confronted him.

"Kup," he called out, but Kup didn't stop walking. "Kup," he called out again, and Kup still kept moving. Frustrated, Rodimus Prime finally shouted, "HEY… Old Timer," This time, Kup stopped dead in his tracks and faced Rodimus. "Something you want to tell me?

"There's nothing to say, Rodimus." Kup said.

"Don't spoon feed me that scrap," Rodimus angrily shouted. "You know something about all this."

Kup sighed and said, "Rodimus, there're some things about the history of Cybertron you're better off not knowing."

"Not knowing," Rodimus repeated. "Kup, Breakaway is lying injured in the infirmary right now. Springer and the Aerialbots have been murdered by a rogue Autobot who claims to be Sentinel Prime and last I checked, he was supposed to have died in the Great War," Rodimus approached Kup until they were literally face to face. "So, either you tell me what I want to know or I dig into you core processor and extract the information personally."

But right then out of nowhere, Kup shoved Rodimus back so hard that Rodimus nearly lost his balance. "You're starting to sound like Galvatron, you know that? Or worse…"

Rodimus took a moment to process what Kup had just said to him and it ultimately left him anguished. "Kup… I'm sorry. I didn't mean any of it."

"I know you didn't, lad," Kup said. "Look, I didn't say anything because I didn't want you to end up the same as Sentinel Prime. If you knew what he did in the Great War..."

"Well, I don't." Rodimus said.

"I know. I was worried about what you'd do if you knew the truth," Kup stated. "But now, I'm worried about what you'd do if you don't know the truth."

"Okay," Rodimus Prime said. "Tell me what you know about Sentinel Prime."

* * *

Author's note: I'm stopping right there for now to pick it up later. To be honest, I'm not too happy with how this one came out but it's the best I can do.

It appears that Mindwipe is aware of both Makeshift and his affiliation with Starscream. I wonder what will happen there.

I'm aware that Verity is friends with the Wreckers in the comics, but in this story, she may start building a friendship with Tempest instead. Hey, I can't please everybody.

As it turns out, it looks like Silverbolt barely survived his encounter with Sentinel Prime. Plus Kup seems to have history with Sentinel. We'll see where that goes. So, what do you think so far?


	16. Fall From Grace

Disclaimer: Not to be brazen, but I'm on a roll here. I've got you, yes you, the reader, to thank for that. Here's the next entry of the story so brag a seat and enjoy.

* * *

Chapter XVI

_((It was about 5million stellar-cycles ago before the Autobots and Decepticons ended up on Earth. I was still a young recruit in the Autobot ranks although I did see my fair share of scraps with several Decepticons. I had a couple of eager young bots named Fastback and Bumper in my unit and our commander was a battle tested Autobot who saw a lot of fights. He had a lot of fight in him; we needed that when Megatron and his Decepticons hit Simfur, my own home city. It was also the home of the previous Autobot leader, Zeta Prime. He'd grown weary of the constant fighting to the point that when Megatron confronted him, Zeta didn't even try to fight back. Megatron killed him right there._

_Out of the blue, our own commander jumped into the fray and took Megatron head on. Megatron wasn't prepared for such an aggressive approach since he figured that a large number of Autobot commanders were weak. Our commander proved him wrong in the end and Megatron, his pride shaken but not shattered his Decepticons to retreat. It was later decreed by Alpha Trion in Iacon that with Zeta Prime dead, the Autobots needed a new leader and our commander, my friend, was chosen. Alpha Trion handed him the Matrix of Leadership and from that moment on, he was known as Sentinel Prime._

_From that point, Sentinel Prime led the Autobots in a series of conflicts against the Decepticons across Cybertron. We fought through Kaon, the Badlands, Praxus… you name it. I was part of Sentinel's inner circle along with Fastback and Bumper and even a young Autobot from Praxus named Ironhide. He only joined up after the Decepticons sacked his home; can't say I blame him. For several stellar-cycles, the Autobots and Decepticons were evenly matched with Sentinel Prime and Megatron leading their respective groups…_

_That was until Crystal City. The Decepticons hit one of Cybertron's most beautiful cities hard, while most of its residence went over to the faction, Starscream and Shockwave included. It was the first time that Sentinel Prime saw the one of truest horrors of the war. He wasn't just seeing the bodies of his fellow soldiers; he was seeing the bodies of civilians, scientists… Cybertronians who wanted no part of the War. Everything changed from that point on._

_As the Great War dragged on, Sentinel Prime got more aggressive and, as far I was concerned, more dangerous. With each and every battle, Sentinel fought as furiously as any Decepticon he'd fought. He never stopped, never slowed down, never hesitated whenever a Decepticon crossed his line of sight. It was like… like he was possessed. I'd grown wiser over the course of the War and tried to reason with Sentinel. For a while, I thought I was getting through to him. Until Iacon…))_

* * *

Rodimus Prime listened, something he usually never did, as Kup related his account of how Sentinel Prime turned out as he did. "Sounds like you and Sentinel were pretty close during that time." He said.

"Yeah," Kup responded. "We weren't just fellow soldiers fighting a war together, side by side. I in particular thought of Sentinel as a brother. I don't know he felt the same way, but…"

"So what happened next," Rodimus asked. "I mean, I know about the fall Crystal City and I gathered Sentinel got angrier from there."

"Like you wouldn't believe…"

* * *

_((The Decepticons hit Iacon in a brazen attempt to put the Autobots out of action and end the Great War. I was on the front lines with Sentinel Prime along with Fastback, Bumper and Ironhide. Iacon was the home city of Sentinel Prime and he fought and killed every Decepticon that got in his way. But all the constant fighting took a toll on him. Sentinel was eventually confronted by Megatron himself and they hashed it out amidst the relentless fighting between their factions. That was the first time I saw the real extant of what the Great War had done to Sentinel Prime. He was all too eager to fight; too eager to kill. I could tell as he had Megatron down and ready to deliver the final blow before one of the 'Cons interfered._

_Sentinel killed that 'Con before going after another 'Con. Then another 'Con and then another and another. I could see Sentinel was losing himself; Bumper saw it too when he tried to restrain our commander, our friend and brother. Sentinel Prime suddenly and uncharacteristically slugged Bumper and then Fastback. Like an idiot, I tried to stop Sentinel, but Ironhide held me back. All I could was watch as Sentinel Prime slaughtered every Decepticon that tried to stop him with zero success. Eventually, Megatron ordered a full retreat, but Sentinel couldn't stop cutting down Decepticons ever as some of them begged for mercy. I managed to get through to him for whatever good that did, but that just the beginning of his downfall._

_The next conflict proved to be the turning point in the fall of Sentinel Prime. During the brief respite between the battles, several Decepticons elected to turn themselves in. Sentinel, who'd become increasingly power hungry and blinded by rage and paranoia, wasn't convinced. He thought that these 'Cons were trying to infiltrate Autobot High Command and argued that they should've been executed right on the spot. His paranoia got the better of him when one of the prisoners made a move, and Sentinel beat the prisoner within an inch of his life. One of the Autobot guards moved in to subdue Sentinel before he went too far. Then, Sentinel snapped._

_He grabbed the guard's spear and ran him through without hesitation before impaling the defenseless prisoner. He killed the other prisoners too and then several other guards. Then Fastback and Bumper intervene in an attempt to get through to Sentinel. I honestly thought it work… until Sentinel killed Bumper with the stolen spear. Fastback tried to stop Sentinel only to be dealt the same fate as Bumper. I tried to intervene at that point, didn't know what I was going to do, but Ironhide stopped me while Sentinel ripped through a few more guards before he was eventually subdued._

_As a direct result of his actions, Alpha Trion stripped Sentinel Prime of the Matrix and decreed he be exiled from Cybertron for his crimes. Sentinel argued that Cybertron wouldn't survive without him. In a way, he was right. Alpha Trion later arranged the cover story that Sentinel was killed in action. Several stellar-cycles later, the Decepticons launched a full scale assault on Iacon. I had retired from active duty and was serving as a drill instructor at the time when I got word of Megatron and his troop hitting a supply depot. One of the workers there was critically injured and brought to Alpha Trion to be rebuilt into a new form of Autobot. And, the rest is history…))_

* * *

"You probably know who it was that Alpha Trion rebuilt." Kup concluded.

Rodimus knew the answer all too well. "Optimus," he said, to which Kup nodded. "Something's bothering me though; Sentinel was exiled from Cybertron at the height of the Great War, so where's he been the past million stellar-cycles?"

"I'm more worried about what he might've brought back with him," Kup said with concern. "That's why I didn't say anything before because I was worried you'd turn like him."

As Rodimus and Kup were still discussing things, Ultra Magnus hastily approached them. "I just received word from Jazz and Tempest. They found a survivor out in the field; they say it's Silverbolt."

"Finally, some good news for a change!" Rodimus said.

"_Cerebros to Rodimus Prime!"_

"Spoke too soon," Rodimus mused to himself. "What's up, Cerebros?"

"_I'm detecting a single energon signature approaching the city limits from the southwest, and Jazz, Tempest and Bumblebee have yet to return,"_ Cerebros said. _"One moment while I patch in a video feed at your location."_

A static riddled video screen appeared the location of Rodimus, Magnus and Kup which they waited for to clear up. When it did clear up, there was the imaged of the city limits and an object approaching them. The video zoomed in for a closer and clearer look at the object and after the resolution improved considerably, the object appeared to resemble a truck. It appeared more alien than of any vehicle on Earth, which led to the conclusion of Rodimus and Magnus that it was Cybertronian in design. Then Rodimus saw Kup's expression which was painted with disbelief. He knew how this Cybertronian was and by definition of the story he told, now Rodimus knew as well.

Outside of the city, the vehicle began to change form until a tall blue and gold robot stood in its place, a crown-like helmet on his head. _"My name is Sentinel Prime. I've come to speak to the leader of the Autobots."_

Rodimus looked at his fellow Autobots before reaching for the intercom. Kup stopped him and said, "Let me talk to him, Rodimus. I know him best," Rodimus stared at Kup for a moment before nodding and backing away while Kup approached the intercom. "Sentinel Prime, this is Kup. Do you remember me?"

"_Kup,"_ Sentinel responded. _"Yes, I remember. I'm surprised you're still functional after so long."_

"Me too," Kup stated while looking at Rodimus and Magnus. "I didn't think I'd hear from you again after the war."

"_Nor I, but I'm afraid this isn't a social call,"_ Sentinel Prime said. _"I need to speak to your leader right now. It's a matter of extreme urgency."_

"I'm sure we can arrange for a one-on-one, if you're willing to surrender yourself peacefully and without incident." Kup warily explained.

"_And, why should I comply with that request?"_ Sentinel asked.

"Let's just say I'm looking out for the city's best interests," Kup stated. "Besides, why should _I_ comply with _your_ request?"

It was a stalemate between the two Autobots as Rodimus saw it and listened to it. Then Sentinel responded, _"You have me at somewhat of a disadvantage here, Kup. I want your word that I get an audience with your commander; only then will I surrender."_

Kup glanced over at Rodimus and Ultra Magnus, and Rodimus nodded. "Okay, Sentinel, you've got my word."

Rodimus looked at Magnus, who was already contacting the Wreckers. "Drift, you and your team head the main city entrance. Go out fully armed; I'll meet you there."

"_Copy that, Magnus. We're on our way."_ Drift responded.

"Kup, you go with Magnus," Rodimus Prime said before contacting Jazz. "Jazz, how's Silverbolt doing?"

_"He's leaking energon but he's alive."_ Jazz reported.

"Stay put. I'm going to send Sky Lynx to pick your team up and bring you to the side entrance." Rodimus said.

_"What going on over there, Rodimus?"_ Jazz asked.

Rodimus watched as Ultra Magnus and Kup were walking away before disappearing around a corner. "Just be ready for Sky Lynx to pick you up. Rodimus Prime out."

Once he finished speaking with Jazz, Rodimus Prime glared into the video feed. Sentinel Prime hadn't moved a servo since his arrival to the city which seemed like a good thing. But Rodimus was far from relieved; he was downright nervous. He considered what Kup told him about the events that led to Sentinel's exile from Cybertron. Maybe Sentinel would go on the absolute warpath and massacre every Autobot in sight. That bothered Rodimus because in the event that he and Sentinel were ever to hash it out, Sentinel would most likely annihilate him. Plus, what if Sentinel found out about Optimus and his condition? None of those scenarios favored Rodimus Prime in any way, shape or form and that what Rodimus hated most about being a leader.

* * *

Nine Earth minutes later with a Crescent Moon in the star-filled sky, Sentinel Prime was being escorted through the city corridors by four of the Wreckers, Drift, Depth Charge, Bulkhead and Roulette. Ultra Magnus and Kup accompanied them with Kup frequently glancing at Sentinel. Sentinel had a glowing orange ring around his chassis and his arms were bound behind his back. The orange ring was an energon restrain, similar to the ones Kup wore years ago when he and Rodimus were prisoners of the Quintesson. Brainstorm, more or less, _barrowed_ the technology and made it his own for whatever good it did.

It didn't shake the uneasiness of having a rogue Autobot within a city full of noble ones. Every step Sentinel took down the corridor he was being escorted, he was met with wary gazes from any Autobots the saw. As he passed by the infirmary, Sentinel glanced at a few Autobots inside. Two of them were upright while a third was laid out across a table. Sentinel quickly recognized the third Autobot as one of the ones he attacked earlier that day. Deep down, he was relieved that he survived. Sentinel glimpsed a bit further into the room and noticed the husk of a large robot on a table. He appeared to in stasis lock and the extensive damage to his chassis suggested he'd seen heavy combat. He likely was someone of significant standing among these Autobots in the city.

Sentinel was nudged forward by one of his escorting captors, the Wrecker called Depth Charge. Led forward into another room, Sentinel noted the wide chamber within and concluded it was to be his cell. Another Autobot was present, colored in a black and gold scheme with a crest on his forehead and a set of door panels across his back. He locked optics with Sentinel before motioning him into the cell. The reluctant at first, Sentinel walked into the cell. He didn't blame the Wreckers for keeping a close optic on him when they activated a field between them and him. As soon as the field was up, Sentinel's restraint vanished and the Wreckers departed with Ultra Magnus and Prowl. Kup remained for a long moment but didn't look Sentinel in the optics and then left the cell block. Rodimus and Magnus were waiting outside the block when Kup approached.

"So, now what?" Kup asked.

"Now, we figure out why Sentinel came to Earth in first place." Rodimus Prime said and started toward the cell block entrance.

"Hold on, Rodimus," Ultra Magnus said. "Let me go in there. Sentinel asked for the leader of the Autobot, which means he probably doesn't know who that might be."

"And if he does," Rodimus retorted and Magnus gave no answer. "I'd rather get this over with and find out his reasons for being on Earth."

"You sure," Magnus said. "If he gets out of hand…"

"…He'll have one less Autobot to deal with."

"Rodimus, you haven't been the same since we brought Optimus back to the city." Magnus said, but Rodimus was already entering the cell block.

Sentinel Prime was in his cell already down to his knees like he was contemplating when Rodimus Prime entered. He didn't make any kind of move to even acknowledge the presence of Rodimus but he was facing the force field. Rodimus didn't take his own optics off the rogue for little more than a nanosecond, and only then did Sentinel acknowledge him. Sentinel gazed at the red and orange Autobot standing past the force field that sealed his cell and prevented escape. It seemed like he was studying the Autobot in front of him, while Rodimus was essentially doing the same. Sentinel's gaze hardly wavered an inch when Rodimus finally spoke out.

"Just in case you're planning some daring escape, you should know that you're deep within a fully sentient, living city. Angering him in any way wouldn't be prudent." Rodimus stated, speaking clearly about Metroplex.

"A living city. Impressive," Sentinel stated. "I assumed that I'm speaking directly to leader of the Autobot."

Rodimus took one step closer to the force field. "That's me; name's Rodimus Prime."

Sentinel merely huffed. "I expected the leader of the Autobots to be a little… older."

"Funny," Rodimus said. "I was expecting the legendary Sentinel Prime to be a little… taller."

Sentinel slowly rose to his feet, standing at his full height. Judging by the spacing between them, Sentinel was only an inch taller than Rodimus. "Better," he asked, to which Rodimus didn't reply. "So, you're the successor of the legendary Optimus Prime. If that's the case, then the Autobots are in worse trouble that I thought. And, don't ask how I know about Optimus Prime. Word gets around."

"Okay, then answer me this; what gave you the right to murder five Autobots upon your arrival? Rodimus asked.

Sentinel turned away from Rodimus and showed his back to him. "They didn't leave me a lot of options. I did what I could to make their deaths quick and painless. And for the record, I counted six out of seven."

"Two of them survived but that doesn't excuse the fact that you killed the others," Rodimus coldly stated. "Now cut to the chase; why are you here on Earth?"

"I'm here to take back what is rightfully mine," Sentinel said, pausing so he let it sink into Rodimus before continuing. "The Matrix of Leadership; it was taken from me."

"I'd say it was the right choice," Rodimus stated. "Kup told me about how you killed indiscriminately both Autobot and Decepticon. He told me that you snapped under pressure and that Alpha Trion stripped it from you and exiled you from Cybertron."

"I was the leader of the Autobots in the Great War. The rightful leader and I was betrayed," Sentinel Prime said aloud. "I did the things that needed to be done in order to secure victory over the Decepticons. I was the only one who could possibly make the hard decisions."

"The hard decisions? Like the one decision you made to kill those five Autobots," Rodimus countered angrily. "I've got a newsflash for you, Sentinel. One of the Autobots you killed today; his name was Springer and he was one of my best friends."

Sentinel merely glanced back at Rodimus before turning away, facing the wall. "I learned a long time that there are no friends in war. There are only soldiers. There is only chaos. There is only death."

"We're not at war, Sentinel." Rodimus snapped.

"Aren't we," Sentinel retorted as he spun around to face Rodimus. "Even to this point and time, the Autobots and Decepticons slaughter each other in droves. The humans of this planet are no better. War is a way of life; it's unavoidable. Believe me when I tell you that I had no choice when I killed your friends."

"I don't believe for a one nanosecond," Rodimus Prime said. "Everyone has a choice. It doesn't matter whether we're Autobot or Decepticon or human; we all have a choice."

Sentinel stepped back and pressed his back to the wall. "Well," he said. "I don't have the luxury of choice. I need the Matrix and you need to give it to me."

Rodimus knew he'd heard enough and he asked, "Why?"

Sentinel didn't answer, and Rodimus was getting the sense that the rogue Autobot was hiding something. But rather than press Sentinel further for the answer, Rodimus decided that interrogation was over. He wasn't going to waste his time trying to force Sentinel into talking. So, Rodimus elected at least for the time being to leave the cell block and let Sentinel toil in his prison. Sky Lynx would've likely returned to the city with Jazz, Tempest, Bumblebee and the injured Silverbolt and Rodimus had to make sure things weren't as bad as they seemed. But as he was leaving the cell block, Sentinel Prime muttered something audible enough that it left Rodimus shaking with mixed confusion and dread.

"The Fallen is coming."

Upon hearing Sentinel's sudden words, Rodimus turned around and asked, "What did you say?"

"I thought that'd get your attention," Sentinel said. "The Fallen was one the Original Thirteen Primes, created by Primus to fight Unicron at the beginning of time."

I've heard this song and dance before," Rodimus Prime snapped. "The Fallen betrayed and murdered the other Primes for Unicron and was exiled for it. Sounds you two have something in common."

"You'd like to think that, wouldn't you," Sentinel said as he turned to face Rodimus. "But I was simply exiled from Cybertron. The Fallen; he was exiled from this universe in a dimension of darkness. No light, no form; nothing."

"But you're somehow in contact with the Fallen," Rodimus said. "How?"

"That would be telling, wouldn't it," Sentinel said. "Speaking of which, tell me how it felt."

"How what felt?" Rodimus asked.

"How did it feel as you were forced by Megatron to watch as his gunned down Optimus Prime right front of you," Sentinel coldly stated. "How did it feel to know that you had a hand in his death?"

"Shut up!" Rodimus whispered and turn his back to Sentinel.

"Does it depress you? Make you sad? Leave you full of rage," Sentinel continued in an increasingly icy tone. "Does it compel you to tear me apart limb from limb, like any and every Decepticon that you've fought and killed?"

"I said shut up!"

"The Fallen told me everything about you. You're nothing but a Sparkling trying to prove himself a leader, but no matter how hard you fight, no matter hard far you run," Sentinel paused for a split second to see Rodimus trembling. "You'll never escape Optimus Prime's shadow," Suddenly, Sentinel began to convulse for a moment before going still. **"You are nothing but a failure."**

Rodimus suddenly charged right toward the cell only to slam right into the force field. The subsequent jolt sent him flinging right back into the adjacent wall with the loudest and heaviest clang possible. Rodimus slumped down to the floor and laid there for a time. When he recovered, he could Sentinel Prime down inside the cell staring blanking at him. Rodimus could only glare at the rogue Autobot because he somehow, in that last moment, was being taunted by someone else. Rodimus shot up to his feet and stormed out of the cell block, leaving Sentinel Prime alone.

Only, Sentinel Prime wasn't alone. _**"You think you are free of me, Sentinel; a prisoner of the Autobots? You still have a part to play. And, if you will not retrieve the Matrix, I will find someone you will."**_

* * *

Author's note: That's it for this chapter, which details the fall from grace of Sentinel Prime in flashbacks. It also marks the beginning of the downfall of Rodimus Prime.

The flashback sequence explains Kup's history with Sentinel Prime during the Great War in which both participated and also features a young Ironhide. It also features Bumper and Fastback, two obscured Autobots who were first introduced in the 4-issue mini-series, The Transformers: Megatron Origin.

I also took some inspiration for the Rodimus/Sentinel interrogation scene from _The Dark Knight._ IMO, Heath Ledger was still the best iteration of the Joker. So, how do you like it so far?


	17. The Burden Hardest To Bear

Disclaimer: Here's another pivotal chapter in the story. Sorry, no clever one-liners today.

I don't own… oh, you get the point!

* * *

Chapter XVII

Location: Autobot City  
Oregon Mountains

Rodimus Prime stormed out of the cell block, nearly crashing into Kup along the way. Kup and Ultra Magnus knew right at the moment that something was very wrong and Kup went to catch up with Rodimus. Ultra Magnus stayed put near the cell block and peered inside. Sentinel Prime was down in a seated position and looked as if he was in some sort of trance. Magnus knew something was wrong when he and Kup heard a loud crash from inside the cell block but neither of them acted on it. They thought Rodimus could handle it but now it seemed to not be the case at all. Sentinel must've gotten to Rodimus in such a way that Rodimus had to bolt right out of there. Ultra Magnus departed from the cell block to see if he could catch up with Rodimus and Kup but ended up encountering Arcee.

"Magnus, I just saw Rodimus storming outside with Kup right behind him," she said. "Is everything okay?"

"I wish they were, Arcee," Ultra Magnus said. "Rodimus just had an exchange with Sentinel Prime. It didn't go well."

"Yeah I heard about Sentinel Prime being a captive here, but it is all true," Arcee asked. "Is Springer really…"

"Yeah," Ultra Magnus reluctantly answered. "So are four if the Aerialbots. Listen, Sky Lynx has likely returned with Jazz, Bumblebee and Tempest. They managed to recover Silverbolt. Bring them up to speed on everything, okay?"

"What about Rodimus?" Arcee asked.

"I'd leave him be for now," Magnus said. "I know you care about him, Arcee, but… I don't know."

Arcee didn't like the idea of just letting Rodimus be, but what could she really offer him. "Okay, Magnus. I'd better go see Jazz and the other in the infirmary." Magnus nodded to this, and Arcee headed for the infirmary.

* * *

Elsewhere in the city, Rodimus Prime stood in front the memorial wall with the names of all the Autobots that had died. The names of Springer and the four deceased Aerialbots would end up on the wall soon enough, but Rodimus was reading the name of Optimus Prime at the center of the wall. It didn't seem right having it there at this point. Optimus was laying comatose in the infirmary with a chance slim to nil that he'd even awaken. If he did, he wouldn't be the same as he was in the past. Rodimus wasn't sure if Optimus would remember him. That was just one more reason of why Rodimus just couldn't take it anymore. He didn't want to be the leader of the Autobots, never asked for it. It was forced onto him, he came to think. As he did this, Kup quietly approached him and stood next to him gazing at the memorial wall.

Rodimus finally sighed in exhaustion, "I can't do this anymore, Kup. I never wanted this kind of responsibility."

Kup was quiet for a moment before replying, "You know, I've heard it said that fate rarely calls on us at a moment of our choosing."

"Fate chose wrong this time," Rodimus lamented. "I mean, I managed to kill Unicron, sure, and I was barely able to stop Alpha Q and Skyquake and everything else in the past two stellar-cycles. I can shoot the optics off a Decepticon in a flash, but this; a rogue Autobot? Optimus in intensive care? How does anyone expect me to sweep all that up?"

Kup gave no answer and instead chose to read out the names on the memorial wall. "Ironhide, Ratchet, Gears, Skids, Mirage, Hound, Huffer, Bluestreak, Trailbreaker, Seaspray, Grapple, Hoist, Beachcomber…"

"What are you doing?"

"Reading out the names of our deceased," Kup said before continuing on. "Omega Supreme, the Protectobots, Tailgate, Warpath, Inferno, Red Alert, Windcharger, Smokescreen… They all died believing in what Optimus Prime fought for, in what you fight for."

"Well, looking at everything as it is now, you'd think they all died in vain." Rodimus Prime said.

"You of all Autobots should know that things will always get worse before they ever get better," Kup said. "That's what every leader has to face, even Optimus and you."

"Yeah, but when do things start to get better? That what _I _want to know." Rodimus said.

As the two Autobots spoke, Marissa and Lennox came around the corner at the corridor's end. "Excuse me, Rodimus; we were hoping to get a word with you if you have time."

Rodimus spun around so quickly that the humans didn't see it coming. "Not you too! Why's everyone dumping their problems on me?" Then Rodimus stormed off down the corridor until he vanished around the corner.

"What the hell's his problem? He going through puberty or something?" Lennox quipped, earning fist to the shoulder from Marissa.

"Sorry Kup," Marissa said, to which Kup nodded. "What's going on with Rodimus?"

"Eh, he's going through same thing Optimus did in his youth," Kup stated. "The burden hardest to bear."

"You mean the leadership gig," Lennox asked, to which Kup nodded. "Damn! Yeah, I guess from a soldier's standpoint, I can understand what he's experiencing. Maybe I should go talk to him."

"I'll go, Will. I think Rodimus needs a friend more than a soldier," Marissa said. "In the meantime, I need you to coordinate with the Autobots in the event of a Decepticon attack down the line."

Marissa then headed off after Rodimus while Lennox walked off in the opposite direction with Kup. Rodimus had to be a ways off by the time Marissa reached the corner where he vanished. He was obviously heading outside; that much Marissa knew. She also understood the stress he was going through; she'd been there. Rodimus had to have gotten outside the city by now when Marissa rounded the next corner. The exit was right ahead. Marissa hustled that way and eventually found Rodimus Prime ahead of her. Rodimus was unaware of Marissa following him as he was approaching the exit. He wouldn't have cared either way and preferred to be alone at this point. Then again, maybe he needed someone to talk to who wasn't an Autobot. He thought about it, but instead he opted to go out for a drive. As soon as Rodimus outside, he noticed the frame of an Autobot leaning on the wall. Much to his chagrin, that Autobot was Prowl.

"Not so simple anymore, is it?" he coldly asked.

"I'm not in the mood, Prowl." Rodimus said without a look to Prowl.

Prowl followed Rodimus and said, "It's got to be disheartening to know that an actual leader showed up. Maybe he wants to take your place. I'm all for it, personally."

"Prowl, I'm warning you; shut up!" Rodimus said without turning to face the antagonistic Autobot.

"What if I don't, huh," Prowl continued. "What're you going to do if I don't shut up?"

Prowl threw his hand on Rodimus's shoulder as he continued to berate him. Rodimus Prime finally had enough and quickly spun around and slugged Prowl directly in the face. Prowl fell in a heap to the die-cast steel floor while Rodimus glared down at him, seething and wanting almost to rip him apart. But then Rodimus saw Marissa standing across from him and Prowl. She witnessed everything, including the blind anger that Rodimus was displaying. Realizing to his shock that was starting now to act just as Sentinel Prime did in the Great War, Rodimus backed away from Prowl, transformed into his vehicle mode and drove off. Marissa knew she wasn't going to catch Rodimus without a set of wheels, but as Prowl was starting to get up, Marissa glared directly at him.

"I hope you're happy, Prowl." She said before storming off, leaving Prowl to flex his jaw back into place. Looking at the dust trail left by Rodimus Prime, Prowl was actually less than happy.

* * *

"Did you see that, Runabout," said Runamuck to his twin Battlecharger. "The Autobots are fighting each other now. It's awesome."

"Something's got Rodimus Prime all bent out of shape," Runabout said. "Maybe we can catch him on the rebound and take him out."

"Hold up; who was that other Autobot they took in? I never saw him before." Runamuck said.

"No idea," Runabout said. "C'mon; let's give Rodimus something else to worry about."

The Battlechargers didn't need the coaxing when they assumed vehicle form and drove down the road of the hilltop they were on. Given that their last encounter with that female Autobot ended in failure, messing now with a Prime would seem like a massive mistake. But something was off about the Prime's demeanor and it seemed now that he was right for the picking. The Battlechargers hung back, watching as the Prime drove by the hilltop and down the road far from Autobot City. Then they gave chase, keeping a considerable distance until the right time.

Rodimus Prime was only a few kilometers from the city, alone. He was considering a number of things at once and it was driving him nuts already. All of the problems mounting on him one after another were becoming far too much for him to deal with. He had Optimus Prime in stasis lock in the city with virtually no hope of revival, a rogue Autobot named Sentinel Prime who'd killed a handful of other Autobots, including Springer and Sentinel's claim that the Fallen was coming. Rodimus was sure he heard the Fallen speak to him through Sentinel but could only really take it at face value. The biggest lingering issue Rodimus was facing was his own self worth. But then he started to notice a pair of Aston Martins creeping up on him.

"You've got to be frakking kidding me!" he snarled as one the car drove up beside him.

"Hey, Autobot," said Runamuck. "How 'bout a race?"

"Maybe he's scared, Runamuck," said Runabout, who was tailgating Rodimus. "All's we wants to do is play a little game 'o Chicken."

Rodimus Prime suddenly hit his brakes and forced Runabout to do the same before racing right passed him. Runamuck had already bolted away with Runabout behind. Suddenly, the Battlechargers were in front of a very upset Rodimus Prime. Gunning his engine, Rodimus Prime started chasing the duo while they were racing in front of him and it was obviously that Runamuck and Runabout were dealing with an upset Autobot. They raced ahead as far as possible while Rodimus Prime came barreling after them as if he was experiencing road rage. They eventually managed to reach the bottom of the hilltop and made it to the flattened road ahead where they picked up the pace. Rodimus did the same thing and was almost on top of the duo before they raced further away.

Runabout and Runamuck started to slow down and allow Rodimus to creep up on them. Then they separated and Rodimus ended up in between them. They side swiped him one at a time in a effort to slow him down or intimidate him, but Rodimus wasn't going to be intimidated and gunned his engine again. Timing it just right, Rodimus dashed away while Runabout and Runamuck side swiped each other. Rodimus was well ahead of the duo when he spun around and transformed to his proto form. He deployed his arm blades while the Battlechargers assume proto form barely half a mile from him.

"You 'Cons picked a _really bad time_ to screw with me!" He growled.

Instead of waiting on the Battlechargers, Rodimus Prime charged them instead with his arm blades extended outward. Runabout and Runamuck weren't prepared for it and barely managed to duck out of the way to either side. Runabout deployed his pistol and fired at the ground beneath Rodimus to scare him but it only angered him. It also distracted him so Runamuck could jump him from behind. Rodimus grabbed the unwanted 'Con and threw him down before attempting to impale him with his blades, but Runabout managed to get in a few shots. Rodimus was unfazed and deployed his rifle. He took a few shots that Runabout dodged.

Runamuck kicked Rodimus away before quickly rejoining Runabout and they took several shots at him. Rodimus blocked most of the shot and charged them again sheathing his blades for no apparent reason. The reason became clear when Rodimus reached the duo and started pounding on them relentlessly with his bare hands. Runabout took a heavy blow to the back of his head and another blow to his chassis before being tossed aside. Runamuck tried to fight back with a series of kicks to Rodimus Prime's side but that only angered him more. Rodimus caught one of the side kicked, drove his elbow into the knee joint and scored a straight punch to the 'Con's face.

Runabout made a move only for Rodimus to toss Runamuck directly into him, and both tumbled down to the ground. They recovered and regrouped while Rodimus was standing ready for the next assault. Then the Battlechargers charged the lone Autobot at the same time with guns blazing. Rodimus starting running at them and quickly assumed alt form. He gunned his engine and raced right toward them without slowing down. Runabout and Runamuck barely avoid the oncoming truck just as it barrels by them before Rodimus assumed proto form again. Rodimus deployed his rifle and blasted the duo one at a time, missing them. Runabout and Runamuck regrouped and quickly returned fire on Rodimus Prime as he was literally bolting right towards them while shooting back at them.

"This Autobot's crazier than us." Runamuck shouted right before Rodimus caught him and tossed aside.

Rodimus then grabbed hold of Runabout and pounded on him furiously before slamming him to the ground. Runamuck again tried to take Rodimus down and this time, he was able to get Rodimus down to a knee. Runabout quickly joined Runamuck in pounding Rodimus down before Rodimus threw them off. Rodimus took the fight back to the duo and alternating in pounding them one at a time. Then he grabbed hold of them and viciously rammed them into each other head first. Runabout was out cold while Runamuck tried to crawl away. Rodimus stalked the hapless Decepticon with his rifle deployed and a wild look in his optics, as if he were possessed.

"Whoa, whoa, whoa, stop I give up. I give up; you win!" Runabout begged with Rodimus almost on top of him, fuming.

"Get up!" Rodimus growled.

"Uh, what?"

"I said get up. Get up and fight, right now!" Rodimus Prime said.

"But hey, you made your point," Runabout rambled on. "Please, show some mercy on a stupid 'Con like me."

"Yeah, you're stupid alright," Rodimus shouted. "You picked a fight with the wrong Autobot, and now you're going to pay for it."

Rodimus cocked his rifle and prepared to execute Runabout when a sudden blast of laser fire came down on him from above. He looked up toward the sky and spotted a bizarre looking spacecraft coming toward him and shooting. It was clearly the Decepticon Sixshot in one of his six alternate forms. From above, Sixshot peppered the road with laser fire aiming directly at Rodimus Prime while Runabout and Runamuck made a break for cover. Sixshot descended and assumed proto form to confront Rodimus Prime. Undeterred by the Six-Changer's arrival, Rodimus Prime charged Sixshot with series of laser blast from his rifle, while Sixshot assumed his tank form and fired. Rodimus just barely dodged the blast that quickly level the hillside.

* * *

Back in Autobot City, Blur, Override and Bumblebee noticed the large fireball forming in the distance when Ultra Magnus and Arcee joined up with them. "Oh-no-oh-no-oh-no-I-don't-like-the-look-of-that-Ultra-Magnus. It's-gotta-be-the-Decepticons-up-to-no-good-again." Blur spattered.

Ultra Magnus quickly attempted to contact with Rodimus Prime. "Rodimus, do you read me? Rodimus? Damn it, Rodimus is in trouble," Magnus turned to Override and Blur. "Override, take and Blur and Bumblebee and go help Rodimus."

"You got it," Override said. "Let's go, you two."

"Magnus, I'm going too." Arcee declared.

Magnus looked to Arcee and said, "Go, hurry!"

* * *

Rodimus Prime and Sixshot slugged it out back and forth while Runabout and Runamuck attempted to take potshots at Rodimus with little success. Rodimus was at least able to fight them off, but Sixshot continued to wail out him frequently. He didn't even bother with his six alternate forms and simply pounded on Rodimus. Rodimus wouldn't stop fighting in spite of the overwhelming disadvantage of numbers. In fact, he seemed like he fighting his last big fight, so he didn't holding back. He backed off from Sixshot, deployed his rifle and blasted Sixshot in the chassis several times. The last shot put Sixshot down but far from out.

Runamuck and Runabout made their move simultaneously with more blaster fire which Rodimus returned in kind. It gave Sixshot an opportunity to assume his winged wolf form and pounced, pinning Rodimus to the rock face. Rodimus blocked the jaws of the winged wolf before throwing the beast off of him before Runabout and Runamuck again attempted to attack him. This time, they were able to score a few hits to Rodimus Prime's side. Rodimus fired back and managed to strike Runabout's leg to slow him down. Runamuck rushed directly at Rodimus and managed to catch him on the left arm.

Rodimus Prime continued to fire back and nearly caught Runamuck but was suddenly caught in the right shoulder by Sixshot in his gun form. The blast Rodimus knocked down hard to the ground where he was now struggling to get up. Sixshot approached him to pick him up, but Rodimus wouldn't stop fighting. He slugged Sixshot in the face three times before Sixshot struck back with a head butt that knocked him back down. Rodimus was then kneed in the face by Runabout and punched by Runamuck.

"Not so tough now, are ya, Autobot?" Rumamuck shouted and then kneed Rodimus in the chassis.

Runabout kicked Rodimus in the face hard and shouted, "C'mon, Autobot! Beg for mercy," Then he slugged Rodimus in the face before Sixshot stepped in.

"Back off; this Autobot's mine." he declared.

Rodimus attempted to fight back by tackling Sixshot as hard as he could, but Sixshot simply drove his fist into his back. The blow was enough to put Rodimus Prime down to his knees. Sixshot picked Rodimus back to his feet and pounded him even as Rodimus desperately tried to fight back. But it was too much to take from the hulking Six-Changer. Sixshot eventually hoisted the helpless Autobot up over his head and tossed him over the side of the road they had been fighting on. Rodimus Prime fell down the slope several feet to the base of the hill until he came to a stop at the bottom. Sixshot was looking over the side at the fallen Autobot when Runabout and Runamuck approached.

"That was a nasty fall," Runamuck quipped before looking to Sixshot. "What're you doing on Earth anyway, Sixshot?"

"Galvatron sent me to check on you two morons," Sixshot chastised the two Decepticons. "It figures I'd find you causing trouble with an Autobot."

"Hey, I think I see something down there by the body." Runabout said, pointing to a shimmering object.

Runabout slid down the slope with Runamuck behind him. Sixshot hovered down after them and once down, they all noticed that Rodimus was out cold but not dead. Sixshot was tempted to finish him off right there, but he opted against it. There was no honor in terminating a defenseless opponent in his optics. Runamuck and Runabout rummaged through the rubble and Runabout found the source of the shimmering light. Sixshot stepped in front of the duo and saw to his surprise that the object was the Matrix of Leadership.

"Isn't that the little shiny, glowing thing-a-ma-jig the Autobots use?" Runamuck asked.

"The Matrix?" Runabout corrected his twin.

"Yeah, that."

"Shut up," Sixshot said, kneeling down to pick up the Matrix. "The Autobot must've dropped it when he came crashing down. Galvatron would practically treat me like a king for bringing him the Matrix."

"What about us?" Runabout and Runamuck said in tandem.

"What _about_ you, Sixshot shouted when he heard the sound of car engines approaching. "More Autobots coming," he declared. "Let's get the frak outta here."

Sixshot assumed spacecraft form and jetted off with the Matrix while the Battlechargers assumed vehicle form and drove away. As they escaped, they didn't notice that Rodimus Prime's body was changing, becoming smaller and less armored. By the time the Autobots Blur, Override, Arcee and Bumblebee arrived, the Decepticons were already long gone. Assuming their alternate forms, the Autobots frantically searched the scene of the crime but saw no sign of Rodimus Prime anywhere. Arcee approached the side of the road and eventually spotted the body of an Autobot down near the bottom. Without waiting, she slid down the slope to the Autobot with Bumblebee following her down. There at the bottom, they reached the Autobot and Arcee immediately knew it was Rodimus. But he looked different and when Arcee and Bumblebee turned him around, they noticed that it wasn't Rodimus Prime… not anymore.

Arcee could only whisper in shock, "Hotrod?!"

* * *

The Fallen watched in ever increasing interest at the events that were unfolding on Earth. He wasn't pleased the Sentinel Prime had surrendered himself to the Autobots. It was clearly in an attempt to prevent further loss of life at his hands. It was also misguided and only delayed his master's plans. The Fallen also watched the downfall of Rodimus Prime and noted the Decepticon's acquisition of the Matrix of Leadership. It all played into his plans to escape his imprisonment from the abyss. But, the Fallen had to take into account one particular variable; Galvatron.

Galvatron was not a being who enjoyed being used by anyone as powerful or more powerful then himself. That was made evident when he turned against Unicron. The Fallen knew he needed a way to appease Galvatron without giving away his true intentions. What drove Galvatron? What was always his motivation? The answer: power. The Fallen knew he could exploit Galvatron's near insatiable desire for ultimate power, but it had to be done correctly. The Fallen couldn't manipulate Galvatron outright like Unicron did before, or like the Fallen had done to Sentinel. This had to be played out right, with subtlety, guile and manipulation. After all, with his betrayal of the Original Primes, the Fallen did consider himself to be the first true Decepticon.

* * *

Author's Note: That's settles it for this latest chapter. It's a very important turning point in the story as it pretty much chronicles the downfall of Rodimus Prime and the loss of the Matrix.

Kup took the time to run down the names of all the Autobots that died over the course of the trilogy and Springer and the four Aerialbots will no doubt be added at some point. He also referenced the "The Burden Hardest To Bare" which is the main theme for this chapter. Thanks, old timer. And, Prowl just can't cut Rodimus a break.

The fight was a little bit inspired by the forest battle scene in "Revenge of the Fallen" and featured everyone's favorite S.T.A.G. Sixshot back in rare form. And, the Fallen is hinted as being the first Decepticon, another nod to "Revenge of the Fallen." So, what do you think so far?


	18. Over The Edge

Disclaimer: Another day, another chapter for the story, and it's time for a big return. Enjoy the show that I don't own in any way at all.

* * *

Chapter XVIII

Location: Autobot City

"Magnus? Ultra Magnus, I think he's coming to," sounded the familiar voice of Wheeljack. "Easy, you took a pretty nasty fall when the other found you on that hillside."

The pain wasn't as bad as he might've thought when he awoke, noticing he was back in the infirmary with Wheeljack, Ultra Magnus and Prowl. "Ouch! I feel like Grimlock just tap danced all over me," he said while holding his head. "Wait… Where am I?"

"You're back in Autobot City," Wheeljack said. "Arcee, Bumblebee, Override and Blur brought you back here."

Shaking his head, he explained, "The last thing I remember is getting blindsided by Sixshot," Then he noticed the look on Magnus's face. "What? You guy look like you'd seen a ghost."

"You're not that far off… Hotrod!" Ultra Magnus said.

He immediately hopped of the table and bolted to the nearest reflective surface within the infirmary. Instead of seeing the image of Rodimus Prime, he saw the smaller and less armored form of his former young self, Hotrod. Everything was drastically altered on him right down to his paintjob. The armor was gone, he was physically smaller, and his face appeared younger… what in the name of Cybertron happened? Hotrod tried to think as hard as he could to figure out what happened. He remembered leaving city and getting ambushed by several Decepticons, fighting them furiously. Then he lost consciousness. Then the realization struck; Hotrod frantically opened his chassis and confirmed his suspicions; the Matrix was gone.

"Where's the Matrix," Hotrod frantically asked. "It was right here, inside my chassis. Where is it?"

"You're supposed to the boss; you tell us." Prowl spat before Ultra Magnus waved him off.

"Hotrod, you said you were attacked by Sixshot; it's possible he might've stolen the Matrix while you were unconscious." Ultra Magnus determined.

"Then I blew it!" Hotrod lamented.

"No kidding," Prowl said. "Magnus, this is exactly what I've been saying all along; Hotrod, Rodimus, whatever you want to call him, is unfit to lead a frakking marching band much less a group of Autobots."

"Back off, Prowl. It's not his fault." Wheeljack said.

"The Pit it isn't, Wheeljack," Prowl snapped and confronted Hotrod right in his face. "Look over there, Hotrod," Prowl pointed to Optimus Prime, still lying on the table. "Optimus Prime's is comatose, lying on an operating table right now. That's on you."

"Get out of my face, Prowl." Hotrod growled.

"The deaths of Springer, Slingshot, Fireflight, Air Raid and Sky Dive," Prowl pressed on. "Those are all on you. The names of every single Autobot on that memorial wall are all on you. The loss of the Matrix is just another in the long list of failures that are all… on… YOU."

"I said get the frak OUT OF MY FACE!" Hotrod shouted.

"That's enough, Prowl. Leave him alone." Ultra Magnus.

"It hurts, doesn't it," Prowl continued without listening to Ultra Magnus. "It's got to kill you to know that no matter how hard you try, you'll never be anything more than a substitute, a little blip on a radar, compared to Optimus or Sentinel or every other leader that's come before you."

"I said that's enough, Prowl." Magnus bellowed.

But Prowl just wouldn't stop. "I don't know what Optimus Prime saw in you but if he saw you now in this sorry state, he'd be well past disappointed. Everything that's special about came from the Matrix and that's it. Without it, you're nothing; nothing but a MISTAKE." Then Prowl shoved Hotrod's face back.

That was the final straw. Hotrod tackled Prowl and carried him all the way out the infirmary and into the corridor. Two of the Wreckers, Depth Charge and Roulette were startled when Prowl and Hotrod crashed right in front of them. Prowl pushed Rodimus away and tackled him into the wall before Hotrod throttled him back. They started brawling down the corridor in plain view of Depth Charge and Roulette. There was no finesse; just a straight ahead brawl between the two Autobots. Ultra Magnus and Wheeljack emerged in time to see Hotrod and Prowl brawling around the next corner.

Prowl and Hotrod fought all the way to the outer courtyard where several other Autobots and the humans were situated. Their own attentions were taken from their current diversion to the ensuing fight between Hotrod and Prowl. Arcee was among the group and holding her hands to the lower part of her face as Hotrod and Prowl slugged it out. It was especially hard for Arcee to watch since she was among the Autobots who found Hotrod knock out at that hillside. All of that seemed to mean little now.

Neither Hotrod nor Prowl deployed their weapons, instead simply slugging at each other with their bare hands. That was until Prowl landed a kick to Hotrod's chassis. Hotrod took a few steps back and tackled Prowl again, sending them both into the wall with another heavy crash. Ultra Magnus and Wheeljack arrived in time to spot Hotrod getting the better of Prowl. Hotrod then backed away, leaving Prowl to crumple in a heap to the ground. When Hotrod turned his back, Prowl was up and tackled him to the ground and only then did Ultra Magnus and Wheeljack intervene. Magnus pulled Prowl away while Wheeljack helped Hotrod back up, though Hotrod angrily pushed Wheeljack. Prowl pulled away from Magnus but Magnus was able to step in between them to hold them back.

"That's enough, both of you," he shouted. "I will not have infighting within the Autobot ranks."

"He's a loose cannon, Magnus," Prowl shouted, pointing at Hotrod. "That's what you had for a leader. He should be locked up with Sentinel Prime. That's where he belongs."

Magnus pushed Prowl back into the wall and bellowed, "For you own sake, you better stand down before I make you stand down. No one's getting locked up today. Until we can get the Matrix back, I'm taking command of the Autobots. Is that acceptable to you?" Magnus glared at Prowl with his piercing blue optics, and Prowl simply nodded.

Hotrod suddenly said, "The 'Cons can keep the Matrix for all I care."

"What?" Ultra Magnus asked out loud.

"You heard me," Hotrod snapped. "I'm fed up of everyone expecting me to solve their problems. I fed up with all the responsibilities that come with a position that I never wanted in the first place. I destroyed Unicron, I took down the Quintessons, I fought countless battles against the Decepticons and it's gotten me nothing but misery. So all of you can do whatever you want but you leave me out of it."

Hotrod started to storm away when Arcee quickly caught up with him. "Hotrod, please don't do this. This is serious; there's no telling what the Decepticons will do with the Matrix. Please, we need you. I need you."

Hotrod gazed into the hurting optics of Arcee and simply pulled away from her and held her arms in his hands. "Arcee, I'm sorry, but I can't do this anymore. I don't want to do this anymore," Hotrod looked over Ultra Magnus, Wheeljack and the rest of attending Autobots, most of them shocked by the turn of events. "Look, you all do whatever you think is best, but you do it without me," Hotrod released Arcee and started to walk away. "I'm sorry." Then he assumed his old vehicle form and raced off.

Arcee was about to follow Hotrod but Ultra Magnus stopped her with his hand on her shoulder. "Let him go, Arcee." He said, and all Arcee could do was watch as Hotrod raced away.

* * *

Meanwhile inside of the city's cell block, Sentinel Prime sat in total darkness overhearing the conflicted between the two Autobots. They obviously hated each other with a passion, and it was something Sentinel Prime feared would happened since the Great War. Unfortunately, it happened often on any world that supported life, between the member species of said world. It even happened on Earth. Sentinel had taken the time to study Earth history of war during his travel. It was in several instances that he noticed certain allies turning on each other. Others defected to the enemy camps. In war, there was always the potential for self destruction. Sentinel Prime knew this all too well and sadly, so did the Fallen, and he was counting on it.

* * *

Location: Charr

Everything was ready in Starscream's laboratory, and not a moment too soon. His new body was finally complete as it lay on an elevated operating table in clear view of Cyclonus, who still had Starscream's ghost inside of him. Starscream felt like he was gazing at his reflection, marveling at his soon to be new body. Two stellar-cycles of painstaking work while playing the angles with Galvatron with a little added mischief in between; yes, it was a long time coming. Starscream was ever so eager to reap such a terrible revenge against Galvatron that he got caught up in the moment. It was finally time, right here and right now. But just as Starscream was forcing Cyclonus toward the second operating table, the console blared to life. Makeshift again, Starscream concluded.

Starscream forced Cyclonus to the console, slamming a switch before Makeshift appeared still disguised as Cyclonus. _"What is it now, Makeshift? Did you leak yourself?"_

"_Something's up over hear, Starscream," _Makeshift whispered in his normal voice. _"I've been hearing rumors. Mindwipe might've ratted me out. I don't know how much longer I can…"_

"_Relax, Makeshift," _Starscream casually replied. _"I'm in process of gaining full control of my brand new body and once that's completed, I'll deal with Mindwipe myself. Just continue to monitor things at the stronghold."_

"_But…"_ Makeshift tried to speak before Starscream cut the feed.

"_Idiot!"_

"You're compatriot should be concerned, Starscream," Cyclonus snapped. "I for one never trusted Mindwipe completely, so I wouldn't be surprised if he warned Galvatron about your shifter, and about you."

Suddenly, Cyclonus was literally flipped in midair and fell hard to the floor face first. _"Makeshift has already outlived his usefulness. He just doesn't know it yet. As for Mindwipe, I'll deal with him in due time. But for right now…,"_ Starscream forced Cyclonus to move to the back of the operating table that house the vacant body. _"…It's about time for the final transference."_

"Transference," Cyclonus wondered out loud as Starscream made him attached a large cable to a port behind the table. "I've seen this before."

"_I bet you did,"_ Starscream said. _"It's a cortical psychic patch, one the many iterations of the dearly departed Shockwave. It was developed to allow instantaneous access into the recipient's meta processor, allowing for the extraction of vital information, memory scans or, in this case, transference of the mind from one Cybertronian to another. A pity that Shockwave never had a chance to test it."_

Cyclonus suddenly bellowed, "What?"

Cyclonus was forced over to the vacant operating table across from the one and was thrown onto it. A cable identical to the previous one was laying on the table as Cyclonus picked it up. He tried to stop himself from attaching the cortical psychic patch to the back of his head. It was Starscream manipulating him, delighting in his host's struggle while inching the patch closer to him. One would think Cyclonus would be more that eager to get rid of Starscream. Or maybe it was knowledge that the cortical psychic patch was never tested. Cyclonus wasn't sure of that; Starscream could've been playing mind games with him.

Whatever the case, Cyclonus felt his hand inching the patch closer to his head. His head suddenly shifted closer to the end of the cable. Then his hand forced the cable directly into the back of his head and Cyclonus fell back. He was relieved, until the computer automatically started up. As he attempted to leave the table, his felt his arm not moving an inch. Cyclonus noticed a set of shackles pinning his arms down. Try as he would, he couldn't get loose from the table as the computer began to display an image of Cyclonus and the new body. A third shackle closed around Cyclonus's neck to prevent further excess movement.

"_Don't worry, Cyclonus,"_ said the voice of Starscream that seemed to come now from everywhere. _"I promise it won't hurt… much."_

Cyclonus was sorely unprepared for what came next. The computer blared to life in no less than a second, and then Cyclonus started to convulse on his table. The cortical psychic patch began digging into his mind, during Cyclonus began to see tiny beams of light streaking passed him in his mind. The patch was tapping into his memories all the way back to his original identity of Skywarp. It replayed the original mission in which the Autobots and Decepticons found their way to Earth while their ships were in mid battle. He saw numerous attempts by Starscream to overthrow Megatron, the arrivals of the Stunticons and the Combaticons and the siege of Autobot City.

These events led to Unicron reformatted Megatron into Galvatron, Thundercracker into Scourge, the late Insecticons into the Sweeps and Skywarp into Cyclonus himself. There was also the reformat of Ramjet into Tempest before her eventual defection to the Autobots. Cyclonus witnessed a replay of Galvatron destroying Starscream. But suddenly, Starscream out of nowhere, frightening Cyclonus and smirking at him. Cyclonus was screaming at the sight of the treacherous Seeker renting place in his mind while his body continued to convulse violently.

At the same time, the vacant body on the other table was convulsing just as much as Cyclonus. Sparks began to fly from the table and the computer as the technological exorcism continued arduously for Cyclonus. Starscream, in spite of being in Cyclonus's body, felt nothing. He took a sick enjoyment in his host's anguish to the point of cackling.

Meanwhile, more memories flooded by Cyclonus as he witnessed the great battle against Unicron fought by both the Autobots and the Decepticons. Then there were the events involving Alpha Q and the Quintessons, the appearance of the Predacons and Alpha Q's collusion with the power hungry Skyquake. During the battle in Iacon, Cyclonus witnessed Starscream even briefly possessing Skyquake before his own end at the hands of Galvatron. That must've been the moment when Starscream possessed Cyclonus and he'd lying in wait for two stellar-cycles.

Cyclonus screamed in agony as he felt himself slipping away, when it was really only Starscream slipping away from him and into his new body. After an excruciating ordeal in the laboratory, everything went completely still. The computer steadily fell silent followed by the laboratory. The vacant body remained inert for a time, and then it fingers twitched ever so slightly. Then the hand balled into a fist before the inert mech's optics blared to life with a sickly yellow glow. On the other side, Cyclonus crumple off his table to floor, the cortical psychic patch still attached to his head. He managed to remove it toss it aside, but his body felt like it'd been ripped inside out by the Predacons. Something was different; he didn't hear Starscream in his mind anymore. He was free. But then he noticed the formally inert robot body standing over before looking up at the face that smiling down wickedly at him. At that moment, Cyclonus knew he was looking at a fully resurrected Starscream.

"Boo," he quipped, thought was more out of amusement than for effect. Cyclonus rose up and started backing away as Starscream stepped toward him, matching his movement. "So, what do you of the new and improved me, Cyclonus? I'm sure Galvatron will be most shocked to see yours truly is in full tilt revenge mode?"

"Galvatron will eradicate you just as he did before." Cyclonus declared before Starscream suddenly disappeared right before his optics.

Starscream then reappeared behind Cyclonus and asked out loud, "Will he," His suddenly reappearance spooking Cyclonus into falling over on himself. "You like that? Instantaneous teleport from one point to another without the need to transform; plus, I do it better than you did as Skywarp. Although, I do still prefer the use an alternate fore to get around."

Cyclonus took a chance and bolt right passed Starscream toward the laboratory entrance. Once outside, Cyclonus assume his alt form and jetted away. Starscream sauntered outside to see the jet for his former host escaping, a contrail left in his wake. Smiling wickedly, Starscream transformed into his new alternate form that resembled an Earth-based F-22 Raptor and jetted after Cyclonus. Cyclonus knew Starscream was fast approaching from behind and gunned his afterburners. Starscream did the same and not only was he matching Cyclonus's speed, he was also catching up to him… fast.

Within moments, Starscream jetted right passed Cyclonus and vanished from view. Cyclonus was already expecting Starscream to have teleported behind him by him to play more mind games with him. Unwilling to fall for the same trick twice, Cyclonus transformed and hovered in place high about the surface of Charr. He didn't see any sign of Starscream anywhere and was unaware Starscream reappeared right behind him in his proto form. With a tap to his head alerting him, Cyclonus turned right around and took a straight, hard punch to his face. Holding the spot where Starscream hit him, Cyclonus saw Starscream motioning to him, daring him to fight back.

Angered by this show of arrogance, Cyclonus charged and went for a quick straight punch. Starscream simply hovered back and Cyclonus missed him completely. Cyclonus threw a series of punches, none of them even touching Starscream as he simply and effortlessly danced around them, all the while taunting Cyclonus to no end. Frustrated, Cyclonus deployed his duel edged sword and went first for a wild swing. Starscream dodged it before Cyclonus attempted another swing and then an overhead slash, both of which Starscream avoided with minimal effort. Cyclonus then tried a straight thrust that Starscream spun around, getting behind Cyclonus and slapping him in the back of his head.

"I'm getting bored here, Cyclonus," Starscream mockingly said. "C'mon, stop _trying_ to kill me and _kill_ me."

Cyclonus was only angered further and attempted a series of rapid swipes of his sword. Starscream dodged and weaved right in between every single attack like it didn't even happen at all. Every time Cyclonus tried to land a strike, Starscream wasn't there anymore. But then Cyclonus thought he had Starscream when he ducked below an errant slash. As soon as Starscream rose back up, Cyclonus reversed his movement and sent the blade of his sword right back in the opposite direction. Starscream caught the blade with one hand without flinching, further bewildering Cyclonus. Then he snapped the blade in half and it dropped down to the surface of Charr.

With a sinister grin, Starscream struck Cyclonus in the face was the hilt, driving him back. Cyclonus threw a wild punch that Starscream blocked and then Starscream answered with a hard punch to the chassis. Another punch followed and that was followed by swift knee. Starscream then unleashed a brutal assault on Cyclonus with a series of rapid blows all over his body without pausing to catch a break or give Cyclonus one. To finish his assault, Starscream grabbed an arm and leg and spun Cyclonus around three times before releasing him. Cyclonus uncontrollably soared across the sky above Charr while Starscream vanished again, only to reappear in the path of Cyclonus and club him with a heavy axe handle blow.

The momentum sent Cyclonus plummeting all the way down where he slammed right into the ground, sending a cloud dust and debris into the air. Starscream descended from above like some angle of death and chaos and assessed the damage. Cyclonus was battled and leaking energon fluid from several points of his body but he was still functional. He started crawling out of the created his fall created and saw Starscream standing over him gloating.

"Cyclonus, Cyclonus, Cyclonus… I was expecting to have a better trial run with my new body, but I guess this will have to do. Still, I'm sorely disappointed," Starscream said as he knelt down so he was optic to optic with Cyclonus. Then he grasped Cyclonus face and snarled, "Galvatron holds you with such high esteem. It's no wonder that Makeshift was able to infiltrate your stronghold so easily."

Cyclonus was released from Starscream's grip, who then sauntered away from him. "So what if you have a new body? It won't be enough to stop Galvatron from slaughtering you, Starscream."

Starscream didn't turn to address Cyclonus directly. "Maybe you could deliver a message for me. Tell Galvatron… on second thought." he said. Then he swiftly turned, sprinted and kicked Cyclonus's head, knocking him out cold. "I'll tell Galvatron right to his face; Starscream… lives… again."

* * *

Author's note: I'm keeping this little one short, sweet and to the point. Obviously without the Matrix, Rodimus is reverted back to Hotrod, and Prowl has finally pushed him over the edge. After that scuffle, I wouldn't blame Hotrod form not being too eager to reclaim the Matrix.

Meanwhile, he's back. Starscream has finally been reborn in a new body that is similar to his Transformers: Energon form, complete with teleportation. And, he just kicked Cyclonus's ass. What's going to happen when he confronts Galvatron?

FYI: in bringing him back to the fold I wanted to redub him Sunstorm, a nod to his insane clone from the comics. I ultimately decided against it since I wanted to keep him "traditional." Either way, welcome back Starscream.

Speaking of nods, the cortical psychic patch is featured in this chapter as well as it's development by the late, great Shockwave. Thanks for that one, one-eye.

So, what do ya'll think so far?


	19. A Tale Of Two Galvatrons

Disclaimer: Sorry for the delay. My electricity went out due to Hurricane Sandy, but I'm back online and ready for another chapter. I'm thinking this story will actually be longer than the last two, which is totally fine with me. I hope it's fine with you.

I don't own anything relating to Transformers.

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Chapter XIX

Location: Charr  
Decepticon Stronghold

Sitting in his throne, Galvatron held the Matrix of Leadership that Sixshot and the Battlechargers recovered from Earth. Galvatron spent much of his time studying the relic, remembering when he was under the influence of Unicron. When he tried to enslave Unicron, the titan nearly destroyed Cybertron in response. Galvatron wasn't stupid; he didn't trust that history would repeat itself even though Unicron was only a head orbiting Cybertron now. He had half a mind to destroy the Matrix, but the Matrix was more valuable to him intact. While Galvatron studied the Matrix, Barricade strolled into the throne room holding a cylinder shaped container with the human Gregory Swafford trapped inside.

"I brought the human like you wanted, boss." Barricade said and dropped the container to the ground, sending the human inside falling on his rear.

"You want to be more careful next time," Gregory shouted, "I don't know what kind of atmosphere I could be exposed to. It could be toxic for me."

"Then you're lucky that glass is unbreakable." Galvatron said while he held the Matrix in full view.

When he saw the relic for the first time, Gregory couldn't help but marvel at its design or the shimmering blue jewel inside of it. "What is that?" he asked aloud.

Galvatron stood up from his throne with the Matrix in hand, approaching the container with the inside and kneeling down. He held the Matrix in front of the human. "This…" Galvatron said. "This is called the Matrix of Leadership, passed down to every Autobot leader over the eons since before the Great War. I should know; I've fought in the war, killed many an Autobot."

"Leaders, like Optimus Prime?" Gregory surmised.

"You're learning," Galvatron said. "From what Soundwave told me, you're not too fond the Autobots, particularly Optimus Prime."

"What do you want from me, Mega… Galvatron?" Gregory asked.

"It's not about what I want, but what I can give you," Galvatron stated. "You want to know what makes us function, well now you have that opportunity."

Gregory shifted his focus to from Galvatron to the Matrix in his hand and back again. He did want to know how the Autobots and Decepticons lived but he never had that chance to learn from the body of Optimus Prime. That was because of Chip Chase refusing to allow it. Obviously, Gavlatron had no such reservations about it. Still, Gregory was wary of Galvatron's actual motives, though it was likely he wanted to destroy every Autobot he saw with very extreme prejudice. Then again, Gregory hated the Autobots as much, if not more, than Galvatron. So the question was; what did Gregory to have to lose?

Gregory then said, "Let's say I refuse your offer, Galvatron; what happens to me then?"

"If you refuse," Galvatron said, tapping his fingers on the Matrix. "I'll personally jettison you into the nearest super nova." The threat pretty much silenced Gregory.

Then without warning, the entire throne room began to dim. The Decepticons that were present, Scourge, Barricade, Mindwipe and Sixshot, plus the still disguised Makeshift, were looking around frantically for the source of what they believed to be a power loss. Galvatron noticed it as well and quickly grew annoyed with it. He was already half expecting the Constructicons to be causing it. Except, the Constructicons were in hiding on Earth after several operations left them disillusioned and no longer believing in the Decepticon cause. Then Galvatron began hearing something as the throne room was completely dimmed into darkness. It wasn't just him; the other Decepticons were hearing something as well. It sounded like a voice, low and cold and coming from everywhere and nowhere. Just like Unicron.

"_**Galvatron!"**_ a voice sounded.

"Who said that?" Barricade wondered.

"Shut up, Barricade," Galvatron silenced the fearful Decepticon before focusing on the voice. "Whoever you are, show yourself," Galvatron waited for answer and received none. Cocking his particle cannon, Galvatron stated, "Believe me when I tell you, I won't ask a second time."

A cloud of black vapor began forming directly behind Galvatron. Galvatron quickly turned around and fired on the vapor, only for his blast to pass right through it and hit the wall behind it. Undeterred, Galvatron fired several more volleys at the vapor, which was unscathed by the assault. Then the vapor exploded in a brilliant flash of fire, throwing Galvatron and the other Decepticons to the ground. The vapor began laughing before taking shape. Galvatron righted himself with the Matrix still in his grasp as he noticed that the vapor was taking a shape. It was still swirling but Galvatron quickly recognized it as the Decepticon insignia as two glowing purple eyes formed.

"_**Hello, Unicron's spawn,"**_ the image said. _**"I've been most eager to make your acquaintance."**_

Uni… How do you know about Unicron creating me," Galvatron said. "How is it that you take the image of the Decepticons? Explain!"

"_**You might say that I was the first true Decepticon. I was once known as Megatronus, one of the Thirteen Original Primes that ushered in the beginnings of the Cybertronian race."**_

"You… you are the Fallen." Galvatron concluded.

"_**I am, and I was the guardian of entropy and a great warrior, until I was betrayed by the Primes I believed to be my brothers."**_ The Fallen claimed.

Galvatron was far, very far, from convinced. "As I recall," he said. "You betrayed the Primes first when you chose to serve Unicron in some mad scramble for power."

"_**Well, to each his own,"**_ said the Fallen. _**"But as I served the Chaos Bringer willingly, you attempted to use the Matrix of Leadership that you now hold in your grasp, against him. Then, you attempted to retake Cybertron with the aid of the one called Alpha Q, only to realize that he sought the fabled Covenant of Primus."**_

"Any time when you'll be getting to the point?" Galvatron snapped, his patience waning.

The Fallen knew he was getting to Galvatron and decided to as Galvatron put it, get to the point. _**"Very well, Galvatron,"**_ he said. _**"The Matrix you currently hold was used to destroy Unicron, but it is only a vessel. The power it holds inside, the collective wisdom of the Original Primes as well as the leaders that have held it over countless eons."**_

"So?" Galvatron impatiently said.

"_**That power could be used to open a great portal, a gateway into another dimension such as the one in which I currently reside."**_

Galvatron cocked his head to the side before the realization flooded his mind. He was hardly surprised; the Fallen wanted him to use the Matrix to release him from his current dimension into this one. It was like Unicron all over again. Galvatron remembered how he was at the heart of the events that led to how Unicron nearly destroyed Cybertron. He remembered how Alpha Q conspired with the treacherous Skyquake to take Cybertron for themselves. History was the great teacher of those who chose to head its lessons, and Galvatron was one of its great students. So if the Fallen actually though he could use Galvatron to further his own ends, he was very, very sorely mistaken.

Then again, Galvatron did also see the potential benefits of a forged alliance, as long as they worked to his ends and his alone. So, he decided to indulge himself. "Let's say I agree to help you, Fallen; what exactly are the benefits of my assistance?"

"_**You bargaining posture is highly dubious,"**_ The Fallen said. _**"But Unicron already knew that, didn't he… Megatron?"**_

Galvatron could only sneer. "You have no idea."

The image of the Fallen suddenly but briefly fluctuated before he said, _**"Before we continue however, I think you attend to the imposter in your ranks." **_And then, the Fallen vanished.

"Imposter," Galvatron whispered and then quickly spun around. Then rest of his Decepticons appeared like they just coming out of some sort of trance. "Who is it? Who among you dares to infiltrate my stronghold?"

Scourge was the first of the group to throw his hands up to stop Galvatron. "Wait, I don't understand, mighty Galvatron. None of us do?"

Galvatron rushed right up to Scourge, grasping his neck. "Someone among us is not who they claim to be. Is it you, Scourge? Is it?"

"It's not. It's not me, Galvatron. I swear on my Spark it's not me." Scourge said in fear of his suddenly manic leader, and Galvatron through him aside.

Galvatron stormed around the throne room, interrogating each and every one of his troops one at a time. "Is it you, Slungslinger? Or maybe it you, Barricade," Each of them shook their heads in fear. "What about Misfire, or Sixshot or Mindwipe? I know it can't be you, Soundwave." Every one of them responded in the negative, and Galvatron was running critically low on patience. "One of you is lying to me and I'm going to find out who it is if I have to destroy every one of you." Then Galvatron realized he left out one of his troops who at that very moment, happened standing right behind him: Cyclonus.

"I can assure you that it's not me, mighty Mega… uh, Galvatron." He said while quickly correcting himself.

But his nervousness, and the fact that Cyclonus never showed even a hint of emotion, was all the giveaway Galvatron needed. "Did you just call me…Megatron?"

"…No?"

Galvatron fired a salvo at the false Cyclonus without even the slightest of hesitation, and Makeshift dove to the side, his cover blown. He assumed his true from right in front of the startled Decepticons while Galvatron fired another salvo from his particle cannon. Makeshift dove to the right and attempted to bolt out of the throne room but Galvatron fired another shot near the exit. Knowing Galvatron wasn't going to let up, Makeshift the only other thing he could possibly could do; he started shifting. He rushed in between the Decepticons while shifting in between their respective forms and not giving Galvatron target.

The problem was that Galvatron rarely cared about whether or not he struck his own troops. He kept shooting at whatever moved, forcing most of his troops to scatter save for the always stoic Sixshot. He was simply leaning against the rocky surface that made up the walls of the throne room which all being littered with burn marks. Makeshift got around behind Misfire and assumed his form, then he moved beside Slugslinger and took his form. Then he tried masquerading as Soundwave and then Scourge and Mindwipe. He went back and forth with those forms while Galvatron continued to shoot at his own troops like a lunatic.

Makeshift then decided to take a chance. In the form now of Mindwipe, he rushed toward Galvatron while he was shooting at him. Then Makeshift tackled Galvatron down as hard as he could, flipped away and disappeared into the shadows. Galvatron hopped his feet, cannon at the ready once again. The imposter burst back out of the shadows with blinding speed and tackled Galvatron to the ground. Both of them fell over each other in a violent clash before they managed to right themselves and only then did Galvatron see… himself.

The other Decepticons were just as baffled as their leader as they were now seeing two of them. Misfire shouted aloud, "Which one's the _real_ Galvatron?"

An equally baffled Slugslinger said, "You're asking the wrong Decepticon, Misfire."

One Galvatron looked at the Decepticons and shouted, "Don't just stand there, you morons!"

The other Galvatron shouted, "Destroy this imposter, right now!"

Then the two Galvatron's drew the exact same sword from their backs and began circling each other. To the other Decepticons, this was the most surreal image that their collective optics beheld. In fact, only Mindwipe and Sixshot seemed more amused the baffled. Then the two Galvatron's, virtually mirror images of the other, crossed swords, sparks blitzing from the blades. They stared at each other with ruthless intent, neither one appearing at all intimidated by the other before suddenly backing off.

They came together again with greater force matching the other and backed off again. One Galvatron charged in for a side slice from the left, which the other Galvatron deftly sidestepped. That Galvatron attempted an overhead slash, striking only the ground where the other one stood. They once again crossed swords and struggled for the advantage, eyeing one another mercilessly. They broke once again before almost immediately going back on the attack.

A furious exchange followed with the two Galvatron's matching each other move for move, strike for strike. At the same time, the other Decepticons were watching intently while trying to determine who was who. The two Galvatron's were moving at such a frenetic pace that determining identities was easier said than done. But the only Decepticon who had a slim chance of figuring out such a conundrum was Mindwipe. He already had, but he elected to keep quiet when the two Galvatron's beat each other back to opposite sides of the throne room. It was a stalemate and one thing Galvatron, the _real_ Galvatron whomever that was, didn't like was a stalemate.

In desperation, they each raised their identical particle cannons and fired a salvo. The salvos collided and produced a deafening burst of energy that knocked every Decepticon in the area to the ground. The shock of the blast sent both Galvatron's crashing into the adjacent wall as a violet haze filled the throne room. The Decepticons then heard the sound of transformation but weren't sure from which of the two Galvatron's it came. As the haze began to clear, one Galvatron was slumped to the ground trying to recover. Then he saw to his horror the other Galvatron in his alternate cannon form, and it was at that very moment that Makeshift realized his cover was blown.

Galvatron fired a salvo that Makeshift barely avoided, in the process returning to his true form. Makeshift attempted to get out of the throne room while Galvatron quickly assumed his spacecraft form. Galvatron flew in between the exit and Makeshift and fired several round, sending Makeshift scurrying back and falling to the ground again. Galvatron assumed his promo form as Makeshift tried frantically to crawl away and kicked his squarely in the face, knocking him out.

"There will only EVER be one Galvatron and one alone. And all of you had best remember that," Galvatron bellowed while pointing to his troops. He turned his attention now the intruder and hoisted up by his neck. "Now, it's time for some answers," he snarled while pressing Makeshift hard into the wall. "Who are you and what've you done with my First Lieutenant?"

"Gee, I don't know. Did you chance the other side of this mud ball world?" the intruder sarcastically implied.

It was the wrong move when Galvatron slammed his fist into the wall right beside the intruder's head. "Believe me when I tell you making me repeat myself is not good for you existence," then Galvatron brought point his cannon barrel up to Makeshift's face. Makeshift could already see the violet glow of particles gathering. "Now, where is Cyclonus?"

Galvatron's patience was already nearly depleted and Makeshift knew. Just as he was about to talk, a new voice called out, "Right here, mighty Galvatron."

Galvatron turned toward the direction of the source of the voice which was coming from the exit of the throne room. That voice, he thought. It was… oddly familiar. He and the rest of the Decepticons could hear the clang of heavy steel footsteps approaching followed by the silhouette of a large robotic form. The shadow appeared into the dim light, revealing itself to be a battered, energon leaking but still functional Cyclonus. Though he appeared to moving on his own, this wasn't the case when Cyclonus tumbled to the ground in front of the baffled Decepticons. Even Gregory was stunned by the sight of the battered 'Con. Galvatron himself wasn't sure what to make of this turn of events until he noticed another figure approaching from the shadows. A sizable looking machine, clearly a Transformer with a charcoal gray and silver color scheme with some bit of green mixed in stepped forward. A set of triangular wings stuck out from the back, but it was the face that was the telling of all. Then came the voice…

"Guess who…?"

Galvatron muttered one word in pure anger, "Starscream," Without pause, Galvatron dropped Makeshift and bolted right toward Starscream, pinning to the wall. Starscream was laughing at Galvatron, who demanded, "How? How it the name of Primus are you still functional?"

Starscream simply kept chuckling while sarcastically replying, "Aw, I've missed you, too!"

"Do I look like I'm in the mood the games?" Galvatron snapped. Then Starscream vanished right in front of his optics, reappearing next to the throne.

"You should be thanking me, Galvatron," he said. "After all, I did bring back your must trusted First Lieutenant, albeit a bit beat up. At least you had Makeshift to keep you company."

"You mean to spy on me," Galvatron shouted and fired a salvo that appeared to catch Starscream dead on. "There's no word good enough to tell you how much of an insult that is."

Starscream appeared directly behind Galvatron, leaned over and said, "'Insult' sounds about right." Then he vanished again as Galvatron swung his arm around and missed. "Just as it was an insult when you terminated me so long," his voice seemed to come from everywhere and nowhere at the same time. "I think my opportunity for payback is very long overdue."

Galvatron was now at his proverbial breaking point. "That what's this was about; revenge," he snapped. "The way I see it, I did the galaxy a favor by terminating you not once, but twice when you inhabited the body of Slipstream. At least she understood loyalty unlike you."

Starscream reappeared again knocked Galvatron to the ground, making sure to pin his particle cannon down with his heel. "I cloned Slipstream, remember? She had no real Spark; she was nothing but a glorified shell program for me to use whenever I chose. But believe it or not," Starscream pulled himself back and let Galvatron rise. "I've had a change of Spark and I'm not interested in revenge anymore."

Galvatron stood up to his full height and motioned to Scourge and Soundwave to take Cyclonus away for repairs. Turning back to Starscream, Galvatron said, "Let me guess; you want command of the Decepticons."

"Tempting, but I'm long passed the desire to lead the Decepticons," Starscream said with a smirk. "Times have changed for both of us and the way I see it with Cyclonus currently incapacitated, you need a First Lieutenant."

"And, why should I trust this sudden change of Spark?" Galvatron asked.

"You shouldn't really, but as token of my good will," Starscream deployed an upgraded version of his old Null Ray and blasted the unsuspecting Makeshift to flaming pieces. He never had a chance to even object. "Well, he did outlive his usefulness."

Galvatron glared at Starscream and then at the remains of Makeshift, whom Starscream had only rendered offline. Glaring back at Starscream, Galvatron only thought of the countless times the treacherous Seeker tried and failed to overthrow him. This was definitely the same Starscream who created the Combaticons, the same one who conspired with the late Doctor Arkeville. This was the same Starscream that cast Megatron adrift in space shorting before Unicron intervene. And, it was the same Starscream that Galvatron himself had terminated; twice. Unfortunately, Starscream was right in assuming that Cyclonus was not fit to act at the moment, and Galvatron needed a Second-In-Command and he didn't trust any of his troops to step up except maybe for Soundwave. Looking at Starscream, his new appearance and advanced weapons… the humans tended to say, _You can choose the devil you know or the devil you don't know. _Starscream was the devil Galvatron knew too well.

"Understand this, Starscream," Galvatron said. "I don't trust you any farther I can blast you, but I'd rather have you at my side standing in my way."

Starscream bent down into a mock bow. "Oh, mighty Galvatron, I swear that you will not be disappointed."

"We'll see about that," Galvatron said, only just missing the sly grin on Starscream's face. "Now that that's out of the way, I have to confer further with the devil I don't know."

Starscream said, "Excuse me!?" Then the throne room darkened around him and he saw a vapor-like image appear before Galvatron.

Taking shape once again in the Decepticon image, the Fallen said to Galvatron, _**"I see you've dealt with you imposter, Galvatron."**_

"That I have, so let's get back to our discussion, shall we?" Galvatron said.

The image fluctuated for a brief time before the Fallen said, _**"Good. We have much to discuss."**_

* * *

Author's Note: I'm going to stop here for now and pick this up later. It looks like the Fallen is trying to propose an alliance with Galvatron, even going far as to borrow a line from Unicron.

This is the final appearance in the story of Makeshift and he went out fighting, even shifting between the 'Cons. Then he even fought Galvatron as… well, Galvatron. That's a nod to the Transformers Prime episode "Con Job."

Finally, Starscream reappears to confront Galvatron and forge a truce, and he kills Makeshift as a gesture of good faith. Like Galvatron is going to trust him! I wouldn't!

The absence of the Constructicons is also briefly explained as they are disillusioned and in hiding on Earth. No word yet on whether they will appear.

Don't worry about Cyclonus; he's alive, just incapacitated. Send me your thought and stay tuned for the next entry.


	20. A Deal With The Devil: Pt I

Disclaimer: Nothing catchy today, so here's the next chapter.

I do not own the rights to Transformers.

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Chapter XX

Location: Charr  
Decepticon Stronghold

_**"The Matrix of Leadership was instrumental in the destruction of Unicron. This is due in part by the knowledge and wisdom it contains. It is the very essence of Primus, the light which Unicron feared most."**_ The Fallen explained, his vapor-like image fluctuating as he spoke.

"The destruction of Unicron was due to the interference of a single Autobot upstart." Galvatron snapped as he held the Matrix in his hands.

"_**I know of this Rodimus Prime, and I know he played a part of his own in not only Unicron's end, but all the fall of the Quintessons," **_the Fallen said. _**"But as it is clear, he is no longer a Prime."**_

"So what's you point?" Galvatron said.

"_**It is said that only Prime can unleash the full power of the Matrix, and only that power can release me from my prison of darkness,"**_ the Fallen stated further. _**"It is for this reason that I seek your aid."**_

This was where Galvatron became just a bit more skeptical of the Fallen, for good reason. "I don't see any Primes in my ranks," he said with marked sarcasm. "So unless one of my Decepticons has been holding out on me, I'd say your scrap out of luck."

"_**You fail to understand my words, Galvatron," **_the Fallen stated before his image fluctuated into a new image, one that displayed Autobot City on Earth. _**"As we speak, the Autobots have a rogue Autobot in custody. You once, as Megatron, knew him as Sentinel Prime." **_The image shifted to the cell in which Sentinel Prime resided.

Starscream stepped forward next to Galvatron to examine the image. "Sentinel Prime," he said. "I guess everyone's coming back to life in these troubled times. Aren't they, Galvatron?"

Galvatron shot a piercingly menacing glance at the resurrect Air Commander, to which Starscream smugly sneered back. "I remember Sentinel Prime," he said to the Fallen. "He was supposed to have disappeared in the Great War after Megatron beat him within an inch of his life."

"_**Sentinel Prime was exiled from Cybertron for his role in the murders of both Decepticons and Autobots,"**_ the Fallen stated. _**"It was Alpha Trion who stripped him of the Matrix and banished him, and it is you will who will release him from his Autobot captors."**_

_And, there's the catch,_ thought Galvatron. "Let me see if I can grasp this concept; you want me to send my troops to Earth to release a rogue Autobot from an entire city full of Autobots, and then force him to use the Matrix that I currently hold to release you from your own prison." he stated in detail, to which the Fallen didn't immediately respond.

Taking the opportunity, Starscream leaned over and whisper to Galvatron and said, "I think he's thinking what you're thinking, and your thinking doesn't bode well for his thinking."

Galvatron whispered back, "_I_ think _you_ should've stay offline, Starscream."

"Touché." Starscream said.

Turning back to the image of the Fallen, Galvatron said point blank, "Megatron once asked this of Unicron; what's in it for me?"

The Fallen chuckled lightly. _**"You will retrieve Sentinel Prime. You will release me from prison,"**_ he said. _**"And in doing so, I will grant you a power greater than any the universe has ever known." **_And then, the Fallen vanished before Galvatron could inquire further.

Galvatron was left to contemplate the offer. A power greater than anything known was something to consider given that he was currently shorthanded with only a handful of troop under his command. His top Lieutenant Cyclonus was incapacitated thanks to Starscream, who was ironically now his acting Second-in-Command. Galvatron flat out did not trust the reborn Seeker at all given his history of unchecked ambition. Then again, the Autobots were similarly shorted as well without Rodimus Prime, and Optimus Prime, to lead them. Ultra Magnus must've been acting Commander for the Autobots, and Galvatron knew full well that he preferred following orders to giving them.

Then came the thought of actually having to break Sentinel Prime out of confinement. The Fallen and Starscream; they were bad enough. But a former Prime who killed Autobots and Decepticons alike with no discrimination whatsoever? Galvatron couldn't trust someone like that. But his thoughts returned to mention of a great power. Galvatron realized then, as much as he hated to admit it, that this power, whatever it might be, would be a much needed resource if he was ever going to take back Cybertron. And, that was all that mattered in the grand scheme of things.

"Decepticons, prepare to board the _Revenge_. We're going to Earth. Soundwave, bring the human." he said before turning to Starscream. "And you; you're coming to."

"Galvatron, I'm getting the sneaking suspicion that you don't trust me." Starscream sarcastically stated.

Galvatron turned away, half expecting Starscream to blast him from behind like he had done to Megatron so many times in the past. "I _don't_ trust you." He said and stormed off.

Starscream smirked at Galvatron's clear distrust of him while gazing at the burned remains of Makeshift and muttered to himself, "And I'm sure you'll keep it that way."

* * *

Location: Autobot City

Chip would never have admitted it but he missed working around the Autobots like this. He spent much of his time in the city mainly at Teletraan II where he was given a direct link to the infirmary. On the screen were a digital image of Optimus Prime and a clear description of the excessive damage he sustained in his final battle against Megatron. Most of the damage, much to Chip's vague surprise was superficial. He couldn't make out any significant internal damage, so maybe Optimus had gone into a prolonged stasis lock that lasted over two Earth years. This seemed somewhat unusual, enough to get Chip thinking and pressing a few buttons here and there.

As he was working diligently as he always did, Spike entered the room with the silence of any ninja. He didn't say anything right away, instead studying the image of Optimus Prime's interior and a gauge beside it. Spike crossed his arms while he studied the image of the gauge. It looked as it was emptying into the image of Optimus. Curious, Spike took a step forward for a closer look until he was barely inches from Chip. Chip eventually looked over his shoulder to see Spike standing behind him but not directly looking at him.

"Hey Spike."

"Chip." Spike greeted.

Chip was trying to think of the next word to say, this much Spike could tell. "I uh, didn't expect to see you here. I heard about Springer and the Aerialbots, and about Hotrod leaving."

Spike simply sighed and said, "Yeah."

Chip knew what Spike was really thinking and decided it was time to just come out and say it. "Look Spike, I'm sorry I didn't tell you about Optimus. Honest to God, I am. You probably hate my guts right now and I'm fine with that, but…"

"Chip, it's cool," Spike surprisingly said, catching Chip straight out of left field. "I overreacted. When I saw Optimus lying there in that trailer, I was thinking about my father and how he died protecting someone he'd never met. It was the same thing Optimus did on more than one occasion."

Chip turned to face Spike and said, "You know what Spike? You definitely overreacted. But it's not the first time, right; I mean… we're only human." Then Chip held his hand out and Spike accepted it. "So, we're cool?"

"Frosty, buddy," Spike acknowledged with a smile before turning to the screen. "So what's this?"

"Talatraan II was giving me a full readout of the damage Optimus sustained in his last fight with Megatron. Most of the damage is external and there's barely any significant internal damage." Chip explained.

"I guess that would explain how the Matrix survived while Optimus was fighting," Spike said. "I wasn't on Earth but I heard the fight were absolutely brutal."

"Based on these readouts, it stands to reason that while he appeared to be clinically dead, Optimus had actually into a prolonged stasis lock, which ended up lasting over two Earth years," Chip stated and pointed to the gauge. "See that? That's a simulation of energon transfer from one point to another; similar to how we would transfer electricity into a large structure like, let's say, the Hoover Dam."

"Wait, Chip; are you saying what I think you're saying?" Spike asked.

Chip looked at Spike, deep in thought but focused. "It's a very, very long shot, but with a large enough amount of energon, we might be able to revive Optimus."

"Is that even possible?" Spike asked.

"If you eliminate the impossible, whatever remains however improbable…" Chip was saying.

"…must be the truth. Thanks for that, Sherlock," Spike said. "But still, it's not like we can just stroll into Hoover Dam and ask, 'Hey, you got energon we can borrow?' We can't steal it either; we'd be no better than the 'Cons."

"I agree with you on that, Spike, "Chip said and then gave Spike a very serious look. "But what happens when desperate times call for desperate measures?"

Spike had no answers.

* * *

Sentinel Prime paced slowly back and forth in his cell when he stopped and stood still. He felt the presence of another within the cell block and said, "There aren't many who can sneak up on me." He turned around and was greeted by Tempest.

"But you figured I'd come." she said.

Sentinel briefly studied the femme bot and said, "You're not like the other Autobots in the city. You… were a Decepticon once. I didn't know they came out as… physical alluring as you."

Tempest was only mildly repulsed by the former Prime-turned-rogue. "Think what you want of me, but I don't think matters where I got my start. It's about where I stand now and I stand with the Autobots." she stated.

That was a fine argument for Sentinel to take in as he stepped back against the wall of his cell. "So, what brings you before me?"

Tempest took a cautious step forward, close enough so she almost touched the force field that separated herself and Sentinel. "I wanted to confront the Autobot who murdered my friends; the one who put Silverbolt and Breakaway in intensive care."

"You make it sound like it was a crime," Sentinel Prime said in a disgustingly casual tone. "There's always going to be casualties in war. It's unavoidable."

"Unavoidable," a deeply baffled Tempest asked. "You murdered five Autobots in unprovoked cold blood and you're making it sound like a tragedy. What kind of Autobot leader justifies that?"

"I was never looking for the approval of others, although I am mildly relieved that your Silverbolt and Breakaway still function," Sentinel Prime said and slowly stood up. "I also sense you and Breakaway are closer than most. I wonder; is this love?"

"What difference does it make?" Tempest asked.

"None that you'd understand right away, but in my view, love is for Sparklings," Sentinel said to which Tempest narrowed her silvery optics. "It does however beg the question; what would you be prepared to do to avenge him? To avenge all the Autobots that I've slain?"

For a fleeting moment, Tempest had the overwhelming urge to step into the cell with Sentinel Prime, reactivate the field so no one could enter the cell and beat Sentinel to well within an inch of his life. It would be what he deserved for what he did to Breakaway, she believed. Not only would it be on his behalf, but on Silverbolt's and Springer's and all the other Aerialbots. But that only for a fleeting moment. Tempest knew that if she attempted to assault Sentinel Prime, two things would happen. First, Sentinel would and could easily brutalize her without a second thought. Second, Tempest would show herself as being no better than Sentinel or any Decepticon she'd fought. Kup had often urged Tempest to think with her head and not her Spark. That lesson was playing out right now.

Tempest smirked at Sentinel and said, "Nice try." Then she left the cell block.

Sentinel Prime watch her leave before slinking back down to the floor of his cell where he would take up a seated position. The fact that Tempest, an ex-Decepticon, didn't try to kill him while he a defenseless prisoner within Autobot City hardly bothered him in the least. That was expected since the Autobots themselves were in considerable flux. Sentinel had heard rumbling that Rodimus Prime was no longer Rodimus Prime. That meant one thing to him; Rodimus had lost the Matrix somehow. As he contemplated, Sentinel could vaguely hear a miniscule sound outside of his cell. He thought nothing of it and ignored it while Tempest, who was just about to vanish out through the entrance to the block, stopped and listened.

Tempest listened closely to the sound of metal clinging to metal and realized it was from outside the city wall, directly adjacent to Sentinel Prime's cell. Something wasn't right, and Sentinel himself started to wonder the same thing. He got up and looked out the single viewport in his cell. His optics quickly noticed a small device just below the viewport and he was a savvy enough veteran to know what it was. His suspicions were confirmed when the device started flashing. Sentinel dove away from the viewport just as an explosion rocked the entire cell block. The blast deactivated the force field separating Sentinel from Tempest, and the shockwave from the blast sent Tempest crashing into the wall. She was immediately knocked out on the floor while Sentinel was slowly recovering in the remains of his cell.

Sentinel barely recovered enough to see a vague silhouette standing over him. Then the silhouette grabbed Sentinel and shoved out of the hole to the exterior of the city. Sentinel fell down the steep slope to the ground, taking a moment to recover and look up to the breach. The silhouette was gone as quickly as it appeared and Sentinel elected to make a break for the hills far from the city.

Back inside of the ruined cell block, Tempest was starting to stir. Her optics were dimmed and she could barely see anything before they came back into focus. She saw a shadow to her right side and was suddenly hoisted up and pushed to the wall. The impact shook Tempest back reality and she saw Prowl standing in front of her with the most absolutely enraged look on his face she'd ever seen.

"What happened here, 'Con," he shouted right in Tempest's face. "Huh, what did you do? What in the Pit did you do?"

Tempest pushed Prowl off of her and shouted back, "I didn't do scrap, Prowl."

"YOU'RE LYING!" Prowl bellowed just as Ultra Magnus and Drift arrived and stood between them.

"Stand down right now, both of you." Ultra Magnus ordered as held Prowl back, while Drift did the same with Tempest.

"That little piece of scrap just blew a frakking hole in Sentinel Prime's cell so he could escape. I told you we couldn't trust her." Prowl shouted and tried to make another move for Tempest.

"I was inside the city the whole time, you lunatic," Tempest retorted. "That blast came from outside, knocked me cold."

"You honestly expect any of us to believe that load of…"

"That's enough, Prowl," Ultra Magnus shouted. "It doesn't matter who or what caused the explosion. Sentinel Prime has escape and we need to track him before he gets too far away," Magnus turned over to Drift. "Drift, get Airazor airborne. We're going to need recon on Sentinel's whereabouts."

Drift nodded and quickly pressed his figures to his head. "Airazor, it's Drift. Sentinel Prime's broken out of containment. I need optics in the sky right now."

"_I'm already airborne, Drift."_ Airazor responded.

"I'll gather up the rest of my crew and meet you at the city entrance." Drift told Ultra Magnus before leaving.

Ultra Magnus looked to Prowl and Tempest and said, "You two are coming as well. We'll settle this issue once we have Sentinel back in custody. Let's go."

* * *

Sentinel Prime managed to get several miles away from the city in his Cybertronian vehicle form with no sign of the Autobots in pursuit. He managed to get near a cliff face he drove under, assuming proto form before taking refuge there. Sentinel took a quick look back toward the city. It was largely intact although he could just make out a light plume of smoke near the epicenter of the blast the enabled his escape. But who was that figured supposedly allowed? And, where was he? Sentinel spent all that time pondering that he didn't see another figure appear behind him. When he turned around ready to get going, he was suddenly sucker punched and sent face first into the ground.

When he came around after what felt like a whole decca-cycle passed, Sentinel was surrounded by a group of machines. He could tell easily that they were all Cybertronian and judging by their similar appearance, that their individual alternate form would've been military vehicles. One of them, a hulking mass of a bot, squatted down to Sentinel face to face.

"I wouldn't recommend trying to fight your way out of this, Sentinel Prime." he said.

"Who are you?" Sentinel demanded.

"My name is Onslaught and these are my troops, the Combaticons," Onslaught introduced himself and his crew. "Galvatron contacted and ordered us to find and subdue you, so don't make this any more difficult than is needed."

"C'mon, Onslaught," said Brawl. "Can't we rough him up just a little?"

Sentinel Prime suddenly got up and tackled Brawl, carrying the temperamental Combaticons passed Vortex and Swindle and into Blast Off. The three of them fell onto each other with a heavy crash before Sentinel righted himself and prepared to fight. Brawl, Blast Off and Vortex were all up at the same time and circled around the rogue Prime. Sentinel took a defensive stand as Brawl was the first to charge and he threw a wild punch from the left side which Sentinel blocked. Sentinel blocked a right side punch and then ducked below another left punch before pounding Brawl directly in the chassis repeatedly and finishing with an uppercut.

Blast Off took to the air and attempted a dive but Sentinel caught him coming in and tossed directly into Brawl, sending them to the ground. Vortex assumed alt form and attempted a whirlwind attack, forcing Sentinel to crouch down in defense. He suddenly had another idea and allowed himself to be pulled into the whirlwind. Vortex was cackling hysterically up until Sentinel took him down, forcing him to transform back to his proto form before they both hit the ground. From there, Sentinel hoisted Vortex up over his head and threw him in Brawl and Blast Off. As all this was going on, Onslaught and Swindle watched with some interest.

"So, uh," swindle started to say to Onslaught. "Shouldn't we, uh, you know, give the boys a hand, boss?"

"If you want to join in, Swindle, be my guest." Onslaught said nonchalantly.

"Um, I think I'll pass."

Sentinel Prime continued to fight off the three Combaticons singlehandedly, slamming Blast Off into Vortex and breaking Brawl defense before tripping him up. Blast Off jumped onto his back to subdue him only for Sentinel to throw him down before he quickly pounded Vortex. Brawl tackled Sentinel only to be thrown around and back into Vortex. Blast Off again tried to jump Sentinel but was drop kicked in the face, then Brawl tried to take a shot from his back mounted cannon. Sentinel dodged the blast, which struck the ground behind him and sent him tumbling to the ground in front of him. Sentinel quickly recovered and charged Brawl but before could get any closer, a random blast struck the ground between them and sent they back.

Several more blasts followed from above, sending the Combaticons scurrying for cover. Sentinel Prime could only cover his head as a hailstorm of laser fire rained down around him. Then as quickly it started, the laser fire ended just quickly. Sentinel looked around at the small plumes of smoke billowing around him before he looked toward the night sky. A massive and frightening looking vessel that Sentinel didn't recognize hovered in the sky from which several smaller ships were descending. One of the ships was coming down faster than the rest until it hovered directly over the land. It then began to change form right in front of Sentinel until in its place stood a bot Sentinel still couldn't recognize. Yet, there was something familiar about him.

"Combaticons, stand down," he bellowed in a commanding tone before looking to Sentinel. "Hello, Sentinel Prime. I don't suppose you'd remember me, but I most certainly remember you."

Sentinel took a closer look at the bot that was standing over him. He was obviously a Decepticon, but the face… it couldn't be. "Megatron! Times really _have_ changed."

"That they have, although I'd prefer you address me as Galvatron now," Galvatron looked the Combaticons and said, "Get him on his feet. We have much to discuss."

Sentinel Prime immediately stood up, pushing Onslaught away. "I don't need help standing on my own," he snapped. "And I sure as the Pit have nothing to discuss with a Decepticon."

"You sure about that," Galvatron asked and held out the Matrix of Leadership right in front Sentinel Prime. "You remember this little trinket, don't you?"

Sentinel's optic pulsed a bright blue at the sight of Matrix. "How did you…? What do you want?"

Galvatron smirked and said, "You're attention."

To Be Continued…

* * *

Author's Note: This is where I leave the chapter for now, so that means I'm going to have to pick it up later on. Remember that shocking moment I talked about? It's coming up, but I'm not say anything unless someone's already figured it out and if that's the case, don't dare spoil it.

A power greater than anything known? It begs the question of what could the Fallen possibly offer that could greater than Matrix. Something to think about!

It looks like Chip and Spike are back on the same page again and Chip is cooking up some ideas to get Optimus up and fighting again. We'll see how that goes.

How do you like it so far?


	21. A Deal With The Devil: Pt II

Disclaimer: Here's another chapter for the story, and I would suggest you brace yourself for a shocking moment that you might not have seen coming.

I don't own the rights to Transformers.

* * *

Chapter XXI

Airazor was airborne in MiG-29 jet mode long before any of the groundside Autobots had left the city when she made a radio contact with Drift. "Airazor to Drift," she said. "I've got a sighting several miles west of the city. It looks Sentinel's found some new friends, and they're not the welcoming kind."

"_Cody that, Airazor. Ultra Magnus and I are on the way with backup,"_ Drift responded from the city. _"Do not engage unless fired upon first. That's an order."_

"I'll try not to disappoint, but I'm not making any promises." Airazor said as she flew overhead.

But suddenly without warning, Airazor was under fire from behind by another jet. It appeared to resemble an F-22 Raptor by with a color scheme that had _Decepticon_ written all over it. How it got behind her without being detected was a mystery that Airazor had no time to solve. She most certainly had no time to realize that her attacker was Starscream, while down below, Galvatron had the Combaticons hold Sentinel Prime. Where there was one Autobot, Galvatron reasoned, there was sure to be more on the way. Personally, Galvatron wanted to see how the Autobot would fair without Rodimus Prime to lead them.

Airazor flew as fast as her afterburners could take as she was locked in a dogfight with Starscream, who was matching her rate of speed and firing rounds at her. The shots missed her by inches at a time, as if Starscream was just playing with her. He was, just he did with Cyclonus on Charr. Because of that, Starscream took his optic off the prize and Airazor quickly took advantage, looping up over Starscream and getting behind him. Airazor opened fire on her attacker using her jet mode guns, forcing Starscream to seemingly go of the defensive.

Something happened that Airazor didn't expect when Starscream vanished from sight right in front of her. Cautiously assuming proto form while remain airborne, Airazor deployed her ranged weapon and scanned her surroundings for Starscream. She glanced down briefly at the Decepticons that were groundside, wondering why they weren't attacking. It was like they knew something she didn't know. Then Airazor found out what they knew when hail of fire rained down on her. Starscream had reappeared high above her and was shooting directly down toward Airazor, who frantically had to dodge and weave between shots.

In then in desperation, Airazor cut her own back mounted thrusters and went into freefall while firing on Starscream from below. Most of the shots were errant but at least three caught Starscream in the chassis enough to drive him away. At least that was what Airazor thought… until she attempted to spin around. Behind her, somehow, Starscream appeared right front of her and slugged her in the face. Airazor went into an almost uncontrolled fall and just barely managed to get her thrusters back online. Too late. Airazor barely managed to pull up before hitting the ground and sliding across it, leaving a trail of dirt and debris in her wake. She bounced twice before coming to a stop, right at the feet of Starscream who somehow again appeared in front of her.

"Bad ride, worse landing," Starscream started, kicked Airazor in the face and finished with, "Unenviable destination," before he started dragging Airazor to the rest of the waiting Decepticons, throwing her at the feet of Galvatron. "So, I trust this is enough to secure my place in the Decepticons."

Galvatron simply huffed, "It's a start, but don't get comfortable," Then Galvatron looked to Sentinel Prime, who had an indifferent expression on his face. "You don't seem all that concerned about this little Autobot, Sentinel."

"You forget already that I've killed my share of Autobots, Galvatron," Sentinel pointed out. "So why should I could about this one?"

"Since you put it that way…" Galvatron aimed his particle cannon directly at Airazor.

Sentinel suddenly shouted, "No! Don't do it, Galvatron. Enough Autobots have died already," Sentinel glanced briefly at the Matrix that Galvatron still held in his other hand. "The Fallen sent you, didn't he? He sent you to retrieve me so I might use the Matrix to release him in return for something. Am I right?"

"You read my like a data file," Galvatron stated. "It's a temporary arrangement since I make it a point not to trust omnipotent beings. Just ask Unicron and Alpha Q."

"Whatever the Fallen might have offered you, it's not worth it. I should know." Sentinel Prime stated.

Galvatron simply smirked when he suddenly heard Barricade's voice shouting out, _"Galvatron…"_

"I'm busy, Barricade. Make it fast."

"_We've got Autobots incoming. They must be come for the Matrix."_ Barricade replied from the _Revenge_.

Before any of the Decepticons could react, a sudden stray laser shot struck Brawl in the shoulder. Another shot struck Onslaught in the leg, sending him to one knee. Then, a storm of laser fire rained down on the Decepticons and sent them scattering. Galvatron caught sight of a single Antonov An-225 aircraft with someone appearing to riding atop of it. Another, smaller and more alien-looking aircraft was flanking the larger one before the sound of engine motors emerged. Galvatron knew right then and there it was the Autobots approaching just as the figure atop the aircraft leaped from it and went into a swan dive. The figure, revealed to be Depth Charge with shield in hand, slammed into the ground directly in front of the Decepticons while coming to the defense of Airazor. He quickly drew his sword and took the fight to the nearest of the Combaticons, Swindle.

The two aircrafts began to descend and assumed the proto form and Tempest and Stratosphere respectively. They were immediately engaged by Blast Off and Vortex. Brawl recovered in time to see a single small Dodge Viper racing toward him before changing form into Roulette. Roulette launched herself right at the larger Combaticon and struck him with a wild kick to the face. She followed up with a series of roundhouse blows to the chassis while staying mobile. Onslaught was about to assist Brawl when he spotted a white and red striped Ford Mustang racing his way. Assuming his alternate form, Onslaught fired a pair of rounds from his mounted cannons into the ground that was in the path of the oncoming Mustang. The car served effortlessly around the shelling from the missile truck up until an H3 Hummer rammed directly into the truck, turning it on its head. Onslaught assumed proto form while Drift and Bulkhead did the same thing before all three of them engaged.

Frustrated by the turn of event, Galvatron shouted out, "Scourge, send backup NOW," Turning to Starscream, "Starscream, keep an optic on Sentinel. You lose sight of him, you lose your head."

"All you had to do was ask, Galvatron…" Starscream barely had time to finish his sentence when Prowl tackled him down. They rolled over each other and returned to a vertical stance. Starscream recognized his attacker immediately. "Prowl; guess I'm not the only with a new lease on life!"

Prowl deployed his throwing stars and said, "Don't get used to it, Starscream."

Meanwhile, Ultra Magnus had his hammer deployed but made a brief call to Autobot City. "Cerebros, have you managed any contact with Hotrod?"

"_Nothing so far, Ultra Magnus,"_ Cerebros responded from the city. _"He's likely shut off his communicator. I'll keep trying."_

Ultra Magnus was briefly interrupted by a stray laser blast from Galvatron. "Where's Rodimus, Ultra Magnus," he said with a slightly marked glee. "Is he taking his own personal holiday? What sort of leader does that?"

Galvatron received a straight shot to the shoulder from Ultra Magnus's rifle. "Here's an idea, Galvatron; stop worrying about Rodimus and start worrying about me." Then Ultra Magnus charged.

* * *

Back in the city, Breakaway was sitting on a table in the infirmary with Wheeljack making some final repairs to him. On a table in the corner, Brainstorm was working on an online but still wounded Silverbolt. Much unlike the younger flyer's relatively quick recovery process, the lone Aerialbot, the sole survivor still had a ways to go. Breakaway was more impatient, fidgeting in place and eager to get back in the sky while Wheeljack worked on him.

"C'mon, Wheeljack, speed it up" Breakaway begged aloud. "Tempest needs me out there."

"These sort of repairs take time, Breakaway, and I'm not about to let you take off if you're only at half strength," Wheeljack explained. "Besides, I think Tempest can handle herself."

"Not against Sentinel," Breakaway said, "Silverbolt and I both saw what he did to Springer and the other Aerialbots, how he tore right through them. You've got to let me out of here, Wheeljack."

"Breakaway," Silverbolt responded. "I agree with you that Tempest and the others might need help against Sentinel. Personally, I'd like some payback, but you go out there now in your condition, you most likely put yourself in harm's way."

Breakaway was silent for a long moment before sliding off of the table, pushing Wheeljack away. "You can stay here if you want, Silverbolt, but I'm going. Tempest, Ultra Magnus; they have no idea what up against. And I'm not going to lose someone I care about to a maniac." With that, Breakaway stormed off.

Verity and Daniel were entering the infirmary as Breakaway was leaving. "Breakaway, where're you going?" Verity asked.

"To save my girl." Breakaway answered and continued on.

* * *

Ultra Magnus and Galvatron were locked in a brutal stalemate, neither one of them able to hold a significant advantage for more than a microsecond. Galvatron had his sword deployed while Magnus had his hammer in hand. Each traded a series of blows to the other that hardly slowed them down. Parries were mixed into the fight but neither of them could a clean hit. Magnus and Galvatron fought like they knew what the other was going to do before they actually did it, but that came front the previous countless battles over the stellar-cycles.

At the same time, Prowl was fighting off Starscream with his arsenal of throwing stars. Everyone that Prowl tossed was avoided completely by the revamped Air Commander while he quickly approached. Then he disappeared right before Prowl, reappearing directly behind him. Prowl sensed Starscream behind and spun around with a quick backhand which Starscream promptly ducked. Starscream caught Prowl with a straight kick, forcing Prowl back a few steps. Then Starscream fired a shot from his Null Ray that Prowl leaped over before landing on his feet.

"Looks like we've both gotten some upgrades, haven't we?" Starscream gleefully stated.

"Those upgrades won't be enough to keep you functional, Starscream." Prowl quickly retorted and deployed more throwing stars.

"Speaking of which; how exactly did you come back online," Starscream asked. "I doubt the Autobots would stoop so low to desecrate your final resting place. Then again…"

Prowl had heard enough and tossed more of his throwing stars which Starscream blocked with his wings. He felt the electrical surge of the stars but they did little to slow him down as he fired his Null Ray once more. Prowl ducked under the shot and sidestepped another while rushing toward Starscream, forgoing the throwing stars in favor of come up close. From that point, Prowl made use of his agility by peppering Starscream with series of kicks to face and chassis. Starscream was able to retaliate with his own combination of strikes. From there, they went about trading blows back and forth.

The Wreckers were beating back the Combaticons and keeping them from combining. Drift and Bulkhead relentlessly took the fight directly to Onslaught while Roulette was playing Cat & Mouse with Brawl. Airazor had recovered enough to assist her sister against the much larger and angrier Combaticon while a short distance away, Stratosphere was pounding was Blast Off and Vortex with the added aid of Tempest. Swindle was the one having the most trouble with the angry and battle hungry Depth Charge, who was keeping Swindle on the defense the entire time.

As all this chaos was going on, Sentinel Prime had taken to hiding. It might've seemed like a cowardly act on his part, but it was more that Sentinel didn't want to relive the events of the Great War. He didn't want the deaths of Autobot and Decepticon on his Spark once again. As he was watching the battle unfold, Sentinel saw the Matrix lying idle on the ground nearby. Galvatron likely dropped it in order to face Ultra Magnus. Sentinel was tempted to take it, but that would be exactly what the Fallen wanted. Who was to say the Fallen wasn't watching these events unfold right at this very moment?

Before Sentinel could act, if he even intended to, he heard the sound of aircrafts descending from above. He looked and saw three other Decepticons coming down from their ship. They immediately started firing on the Autobots, starting with the Wreckers and forcing them to scatter. It bought the Combaticons time to regroup and begin the process of combining, but it was Ultra Magnus who acted faster. After he briefly beat Galvatron back, Magnus drove his hammer into the ground, sending an electrical current across the ground and striking the nearest of the Combaticons, Onslaught, Swindle and Brawl.

Blast Off and Vortex managed to avoid the current before assuming alt form and launching into the air, while Mindwipe arrived with Slugslinger and Misfire. Bulkhead and Airazor made a move for the three 'Cons, but it was Mindwipe who got to them first. He made use of his unique talent for manipulation and briefly took control of Bulkhead. Bulkhead felt his joints freeze up and he in turn went still. Then Mindwipe focused hard and Bulkhead was suddenly flung back, crashing into Stratosphere and Depth Charge. Roulette and Airazor were able to avoid the collision of their comrades and focused on Mindwipe. Airazor went high by going airborne while Roulette went low with her sniper rifle deployed. She fired a round, striking Mindwipe in the knee joint while Airazor fired her own stream of round from the air.

Most of the shots missed Mindwipe but several struck him in the shoulders. Still, he managed to use his powers to hurl Airazor backward where she was caught safely by Stratosphere. Roulette fired more shots from her rifle, but Mindwipe again used his powers this time to cause her rifle to backfire. Roulette dropped her rifle and was quickly besieged by Misfire and Slugslinger before Depth Charge shielded her.

Mindwipe was about to join the assault but he forgot about Drift as the samurai-like Wrecker made his move with his dual katana swords in hand. Mindwipe focused his powers on Drift but Drift was moving too fast to be subdued. Drift was suddenly on top of Mindwipe but before he could a killing stroke, Blast Off and Vortex fired on him and drove him off. As the two Combaticons attacked the Wrecker, Tempest attacked in kind. She managed to strike a blow on Vortex while Blast Off backed off.

The Wreckers and the Combaticons on the ground recovered and the Combaticons managed to start the combination process. But they didn't get halfway into it before Ultra Magnus against used his hammer to stun into submission. Galvatron made his move while Ultra Magnus was distracted but before he could get closer, Sentinel Prime stepped in between them. He was back to back from Magnus and face to face with Galvatron and a stare down ensued. Galvatron was a hair away from running Sentinel through with his sword, until he saw Sentinel holding the Matrix in hand.

Sentinel then turned slowly around while Ultra Magnus did the same, just in time for Sentinel to slug Magnus in the face with Matrix. Magnus went down in a heap while Sentinel forcibly handed the Matrix. The Wreckers were witness to the sudden betrayal and acted, but Sentinel deployed his rifle and fired on the Wreckers, scattering the already bewildered Commandos. Ultra Magnus attempted to recover but was quickly kicked back into unconsciousness by Starscream.

"Stay down, Autobot." he snarled.

Sentinel turned to Galvatron and said, "You have what you want, Galvatron. Now leave."

Galvatron held his cannon up to Sentinel and said to him, "You're coming with us, Sentinel. There's clearing more to this than either of us thought. And, just to tip the scales a bit further…" Galvatron looked to Onslaught and his crew. "Onslaught, you and your team take Magnus. If the Autobots try to stop you, kill him."

Onslaught nodded and had Vortex and Blast Off haul the unconscious Ultra Magnus back to the _Revenge_ while he, Brawl and Swindle drove off into the distance. Starscream and Mindwipe hauled Sentinel Prime off the ground while Galvatron fired one more round at the Autobots to scatter them further before taking off with the Matrix still in hand. The Autobots again tried to stop Galvatron from leaving but Misfire and Slugslinger kept them at bay. Galvatron was already halfway up toward the _Revenge_ when Vortex and Blast Off took Magnus inside of the ship and Starscream and Mindwipe followed with Sentinel. Before Galvatron could reach the outer hatch, he suddenly came under attack from behind.

Tempest had followed him up in alt form and was firing several rounds on him. Galvatron turned around and fired a round of his own, missing when Tempest spun around to avoid the blast and fired more of her own shot. Galvatron fired back and it quickly became a duel of attrition. One of them had to give. In that defining, pivotal moment, Tempest managed to strike Galvatron and caused him to drop them Matrix, leaving it to fall back down to Earth. Tempest quickly yawed and dove straight down for the Matrix, leaving Galvatron fuming and screaming at her as she went.

The Matrix was falling faster than Tempest was anticipating while she was in alt form, so she switched to proto form and went into a straight swan dive for the relic. Galvatron fired down at Tempest as she went but every shot was avoided by Tempest. The shot ended up striking the ground while Tempest was getting closer to the Matrix. It was spinning uncontrollably as it fell and Tempest had a hard time reaching it. The ground was getting closer before Tempest finally caught the Matrix in her hands. She activated her thrusters just miniscule seconds before reaching the ground and pulled up just in time. She spun herself around and was flying inverted directly over the ground. Then she hit the ground and skidded across for what felt like miles before finally coming to a stop.

After lying on the ground for a long moment while clutching the Matrix, Tempest sat up and was confronted by Prowl. He offered his hand and Tempest, while cautious, accepted the gesture. "Not bad for an ex 'Con." he said.

Tempest was still stinging from her earlier confrontation with Prowl when they heard the sonic boom coming from a jet engine. Tempest recognized the sound to be coming from Breakaway and sure enough, she and Prowl caught sight of him. "Breakaway? He's not supposed to be airborne yet. What's he thinking?"

"That's the least of your worries." Prowl whispered to a bewildered Tempest.

The next moment left Tempest in sudden shock. Before she knew what had happened or even time to process it, she felt the sting of a bladed object sinking into her back. It wasn't just a blade but a star; a throwing star. Then came the electric surge as it coursed viciously through Tempest's body, causing her to drop the Matrix. At the same time, Breakaway was barely able to get in range of the screams coming from Tempest and, despite his afterburner sputtering smoke, jetted faster to the source. By the time he made it and assumed proto form, Breakaway saw Tempest writhing in agony. Her silver optics were flickering wildly and her screams echoed across the landscape.

"Tempest; NO!"

The Wreckers were recovering and bore witness to something none of them ever in their wildest fantasies expected. None of them when they left the city that day ever saw this turn of events coming. Up above, Galvatron, the cold, ruthless and uncaring leader of the Decepticons; even he was in complete and utter shock as he witnessing what was happening. What stunned him even more was who was the one causing Tempest such unbridled torment. Back down below, Tempest's entire body was sparking wildly, tiny plumes of small billowing from every open section. Then the surge ended. Tempest fell down her knew, smoking and heavily scorched. Breakaway watched her slump over to the side as if his whole world suddenly went into slow motion. She felt beside the Matrix which was picked from the ground by her assailant, and there was no denying it yet no way to comprehend it; it was Prowl.

Breakaway locked optics with Prowl and saw that his optics were no longer blue but violet. Before anyone could react, Prowl assumed alt form and raced away with the Matrix. Breakaway's first instinct was to go after Prowl but he instead rushed to Tempest side. In the sky above, Galvatron watched Prowl race away with the Matrix. He was trying to figure what in the flaming Pit just happened. He'd have to do that at another time and returned to the _Revenge_. Inside the ship, the other Decepticons were just as shocked as their leader.

"Galvatron, what just happened down there?" Scourge asked.

Galvatron, too shocked to explain, simply said, "Take the ship into orbit above the planet," When none of the 'Cons responded, Galvatron bellowed, "RIGHT FRAKKING NOW!"

Back down on the surface, Airazor and Bulkhead noticed the Revenge beginning its ascent toward the sky. "Scrap, the 'Cons are getting away." Airazor said.

"Yeah, and they've got Sentinel Prime and Ultra Magnus. We've got to go after them." Bulkhead added.

But Drift knew it was already too late. "It doesn't matter now." he said while he turned his attention to the far more pressing matter.

Breakaway was on his knees cradling Tempest in his arms. "Tempest, it's going to be okay. It's going to be okay, I swear. Wheeljack and Brainstorm… they'll fix you up, I promise. C'mon, Tempest, please talk to me."

Tempest was barely moving, even coughing up energon from her mouth. Her optic flickered just enough so she could Breakaway, and she weakly brought her hand up to his face. Breakaway took it in his hand and Tempest weakly replied, "Breakaway, I'm so sorry. I'm sorry… I let you down."

"No, no, no, no, no, you didn't let anyone down," Breakaway replied. "C'mon, you've got hold on for me, okay. Please, just hold one."

Tempest smiled weakly and whispered, "I… I love you." Then her optics dimmed completely and her body went still before its color faded to ash gray.

Breakaway couldn't bring himself to believe that he'd just lost Tempest, that she die right there in his arms. The Wreckers were silent. Airazor placed her hands to her mouth as Roulette put her arm around her little sister's shoulder. Stratosphere and Bulkhead were silent while Depth Charge turned away. Drift was at Breakaway's side putting a hand on his shoulder as he cradled Tempest's body in his arm. There were no words that could possibly be spoken, but as leader of the Wreckers, Drift thought it to be his duty.

"I'm sorry, Breakaway." he said to which Breakaway simply didn't reply. No one said a word.

* * *

Author's Note: So, I end this Two-Parter on a highly emotional note. I'm sorry to say to all the fans that Tempest is officially offline. As in dead! Poor Breakaway was too late to save his girl. Who do we blame for that, I wonder?

Things have gotten so, so much more dire for the Autobots. The Decepticons now have Sentinel Prime and Ultra Magnus, and Prowl has betrayed the Autobots and stolen the Matrix. The big question is; Why?

Keep reading and keep reviewing and maybe you'll find out.


	22. Disenchanted

Disclaimer: After a highly emotional last couple of chapters, I bring on the next chapter just for my loyal followers. Enjoy.

* * *

Chapter XXII

Location: Autobot City

The Wreckers returned to the city without Ultra Magnus and Prowl, the latter having betrayed them and stolen the Matrix for purposes that were yet unknown. Magnus himself was taken by the Decepticons along with Sentinel Prime, again for reasons unknown. But the biggest story was following the Wreckers into the city where several other Autobots and their human allies were waiting. The humans, including Marissa, Major Lennox and Jessica, were more than a little confused when the saw that the Wreckers returned without Ultra Magnus. Marissa in particular was stunned by the sight of some of her most trusted and respected allies. All of them had a disturbed, visibly shaken expression on their faces for one reason or another. Then as another figure began approaching well behind the Wreckers, it became ever so clear.

Daniel and Verity emerged from the crowd just in time to see Breakaway trailing behind the Wreckers at an uncharacteristically slow pace. He was carrying something in his arms, and then the shock struck the kids when they realized it was the ash gray body of Tempest. Daniel's eyes widened and his mouth was agape while Verity could only cover hers. Breakaway walked passed them without offering even a glance as he headed to the infirmary. There, he laid Tempest's body on the table in clear view of Wheeljack, Brainstorm, Rattletrap and Silverbolt, along with Spike, Carly and Chip. It was the same table that Breakaway briefly occupied mere hours ago. It was a harrowing example of tragic irony.

"Oh my God," Carly muttered when she laid eyes on Tempest's body for the first time while Drift and Roulette entered the infirmary. "Drift, what happened out there? Where's Ultra Magnus?"

Drift, though briefly distracted by Breakaway standing over Tempest's corpse, explained to Carly, "Ultra Magnus was taken prisoner by the Decepticons, along with Sentinel Prime."

"Jesus," Spike muttered, shaking his head. Kup was just entering the infirmary at that point. "What about Prowl?"

There was an extremely uncomfortable silence within the infirmary before Roulette explained, "Prowl betrayed us, all of us. He stole the Matrix and drove off but not before…" Roulette couldn't bring herself to finish her sentence as she was so very shaken up.

"He murdered Tempest," Breakaway finally replied while gazing at Tempest's corpse. "She got the Matrix back from Galvatron, and Prowl… he stabbed her in the back." Breakaway then punched the table top, leaving a large dent and a clang that echoed through the room.

"Well, I guess old Crest Face stabbed all of us in the back." Rattletrap quipped in a feeble attempt to lighten the mood; except, Breakaway was far from amused.

"Is everything a joke to you, Rattletrap?" he asked as he turned to face the diminutive Autobot.

"Funny things are." Rattletrap replied.

Breakaway stormed right up to Rattletrap and pointed to the table. "You see that, Rattletrap? Do you see that? That is the body of my Spark mate lying dead on that table because one of our own turned traitor. And all you can do is joke about it." Then Breakaway shoved Rattletrap back so hard that Rattletrap fell to the floor.

Kup stepped between them before things went any farther, which thankfully didn't happen when Breakaway backed off. "Given everything that's happened up to this point, I think you owe Breakaway an apology, Rattletrap."

"For what," Rattletrap asked out loud. "I'm not the one who…"

"Don't," Breakaway shouted. "Don't you dare go there, you little scrap pile!"

"That's enough, both of you." Kup declared, prompting Breakaway to storm out of the infirmary.

Kup allowed Breakaway to leave for now while most of those present in the infirmary ignored Rattletrap. Those who didn't glared in disgust at him. By that point, Rattletrap knew he crossed the line and stormed off. Kup followed but he didn't intend to go after Rattletrap. Instead he turned the opposite direction and found Breakaway leaning head and forearm against the wall. It was eerily familiar to how Hotrod seemed when Optimus Prime died. Kup approached Breakaway quietly so the young flyer could see him coming but not feel threatened.

Without looking up, Breakaway said, "Rattletrap's not worth the effort. None of it is."

"Yeah, I think it's safe to say that Rattletrap stepped way out of line." Kup stated before leaning back to the wall.

"He's right though; he didn't kill Tempest," Breakaway said when he looked to Kup. "Prowl did this. I don't care why or his reasons were, but he killed the only Autobot I ever cared about. He's made this personal."

When Breakaway started to walk away, Kup quickly declared, "Breakaway, I know how you felt about Tempest. I get it. But believe me when I tell you that revenge won't bring her back."

Breakaway stopped short and turned back to Kup. He said, "It's not revenge I'm looking for; it's justice. You can either help me now or stay out of my way."

"You go down this path, lad, there's no coming back." Kup said.

Breakaway thought long and hard about what Kup was saying to him. Sadly, there was merit behind his words. Revenge wouldn't bring Tempest back and, worse still, Breakaway himself would be no better than Prowl or any of the Decepticons. It left Breakaway so frustrated that he slammed his fist into the wall, and a clang reverberated through the hall. Slowly, the flyer turned around to face the Autobot veteran. He gazed back briefly at the entranceway to the infirmary, catching a glimpse of the table on which Tempest's body was laying. Revenge and Justice were not one in the same, and Breakaway knew it. He had no other options left.

"You're right about one thing, Kup; there is no coming back. Not after this." he solemnly concluded and then removed his Autobot insignia before placing it to the floor.

Kup was completely stunned and said, "Breakaway, you can't…"

"If you plan on getting back the Matrix and Ultra Magnus, you'll have to do it without me," Breakaway stated and started turning away. He then declared, "I quit."

Kup knew it was coming, was expecting it even. But he was still so very unprepared for Breakaway to actually resign from the Autobots. Maybe it was understandable considering how close Breakaway was to Tempest and vice versa. But it couldn't have come at a worse time. First Hotrod and now Breakaway; that sorely meant to Kup that the Autobots were falling apart without Ultra Magnus or even Optimus Prime to lead. If this wasn't their darkest hour, Kup believed, it was pretty close.

* * *

The _Revenge_ was in orbit above Earth and inside of the warship, Galvatron was fuming over the recent events involving the Autobots. He had succeeded in capturing not only Sentinel Prime, but Ultra Magnus as well. But he lost the Matrix to the Autobot Prowl, who had apparently gone into business for himself. Sentinel Prime himself was roaming the bridge of the _Revenge_ and making the Decepticons there more than a little nervous. Even though the hulking Sixshot had the rogue Autobot under guard, it did fairly little to quell the fears of the crew. Galvatron arrived in the bridge flanked closely Starscream and takes a stance next to Sentinel Prime.

"This vessel of yours is impressive, if a bit brazen," Sentinel stated regarding the warship. "The ships I've served weren't as 'out in the open' as this one."

"Let me guess," Galvatron said. "The majority of Autobot ships during the Great War were glorified cargo haulers. We can discuss our tastes in warships at a later time. You're here on this bridge at my discretion to discuss the Matrix and its role in releasing the Fallen."

Sentinel appeared to have gone into thought for a moment before replying, "I told you once already that serving the Fallen gains you nothing."

"The Fallen offered a promise of a power greater than anything in the galaxy if I retrieved you. Now that I've done that, I think it's about time I collected my reward." Galvatron stated.

"You might have me, but you don't have the Matrix," Sentinel pointed out and turned to face Galvatron. "And, even if you did, it wouldn't make a difference. The Fallen is only interested in one thing; vengeance against the Primes who imprisoned him or their descendants. He'll cast you aside as soon as you're of no more use to him."

"I've had the same issue with Unicron and Alpha Q, and I got to them first. And," Galvatron said and took one step closer to Sentinel. "If the Fallen is even considering the notion of double-crossing me, I'll do to him what I did to Unicron and Alpha Q."

"Uh, Galvatron," Barricade said out loud. "I'm getting a transmission from the planet's surface. Audio only."

"Patch it through, Barricade."

"_Galvatron, if you're hearing this, I've got something you want. Meet me at the coordinates inscribed in this message. Come alone or you get nothing."_

Galvatron narrowed his optics at the sound of the message. The voice sounded very familiar and he looked to Barricade. "Patch me those coordinates, Barricade," he said before turning to Scourge. "Scourge, I'm leaving you in command on the ship."

"By your wish, Lord Galvatron." Scourge replied.

"Scourge," Starscream wondered aloud as Galvatron started on his way to the launching area. "Mighty Galvatron, would I not be suitable to hold the bridge in your absence. I thought I was your First Lieutenant."

"Your place as my First Lieutenant is a temporary arrangement until Cyclonus is fully functional again." Galvatron asserted before moving on.

Starscream was quick to follow Galvatron out of the bridge and out into the corridor that led all the way to the launching area. He probably could've teleported in front of Galvatron to stop him, but that would really just anger him further than he was already. That would be most detrimental to Starscream's efforts to restore his stature. Galvatron on the other hand knew all too well how Starscream operated and he wasn't about to allow the Seeker to screw everything up for him again. In the launching area, Galvatron slammed a switch that in turn opened the large hatch on the underside of the Revenge. Starscream caught up with Galvatron as he was gazing down at the Earth, clearly able to make a hurricane forming over the mid-Atlantic Ocean. The sight of such a storm reminded Starscream of the Sea of Rust back on Cybertron.

"Galvatron," Starscream said. "Scourge is a nothing but a fool, barely able to lead a parade much less command a warship."

"Scourge might be a fool, but at least his loyalty to me is unquestioned, unlike you," Galvatron pointed out knowing Starscream's history of delusions of grandeur. "I'm not about to entrust the welfare of my ship to a Decepticon who's tried countless times to usurp command for himself."

With that, Galvatron jumped out of the ship into the outer atmosphere. He assumed his spacecraft form and jetted down toward the Earth at breakneck speed, leaving behind a rapidly vanishing contrail. Starscream closed the hatch but didn't leave the launching area immediately. He stayed where he was standing, lamenting in anger over being seemingly passed over. Just like old times, he thought. As he was preparing to make his return to the bridge, everything around him went dark. It was the obvious telltale sign that the Fallen was about to make his presence known. Starscream had stopped dead in his tracks once the familiar violet eyes appeared within the fragmented visage of black haze.

"You can dispense with the disappearing act. I know you're there, Fallen." Starscream said aloud.

The black haze that vaguely resembled the Decepticon insignia fluctuated briefly before the Fallen spoke out. _**"You're Spark is not as those of you compatriots,**_ Starscream," he said. _**"By definition, **_**you**_** are not as your compatriots."**_

"You figured that out all by yourself," Starscream chastised the entity. "I still have some unfinished business with Galvatron, and I'm willing to bet that you can help me."

"_**Explain…"**_ the Fallen replied.

"The way I see it, you can't leave your little prison of darkness without the Matrix and a Prime to open it. But that's not entirely true, is it," Starscream stated with a sly smirk, arms crossed. "A Prime, like say, Sentinel Prime, isn't needed to open the Matrix and release its power. It can be forced open by other, more convention, even radical means. Tell me I'm wrong." Starscream waited for an answer.

Then the Fallen stated, _**"That… is not inaccurate."**_

"I thought not. That said, I figure we can help each other get what we want," Starscream stated. "You want out of your prison and I want revenge against Galvatron. You have a so-called _great power _to bestow and I may have the means to release it and you. Basically it's, how do the humans put it; you scratch my back, I scratch yours."

"_**Your bargain is… acceptable,"**_ the Fallen said. _**"Serve me well, Starscream, and I will make you a king." **_Then the Fallen vanished from sight.

Starscream, on the other hand, had other plans.

* * *

Galvatron was nearing the designated coordinates from the message and assumed proto form in mid-flight. The sky above him and grown angry with storm clouds forming overhead. Lightning streaked across the sky and thunder bellowed across the landscape. Clever, Galvatron thought. Whoever sent the message didn't want the Decepticons to locate him or them and wanted Galvatron alone. So, it might have been a trap set by the Autobots. That was fine; Galvatron would fight his way out as he always did. He landed hard on the rocky formation of a hilltop where the message originated. No one was there as far as Galvatron could tell and it left him fuming over the possibility that he'd been duped. Then as a bolt of lightning lit up the sky, he saw the silhouette of a machine standing a short distance from him.

"I told you to come alone." the figure said out loud.

"What makes you think otherwise?" Galvatron asked.

The figure tossed a pair of small objects to the ground and they rolled awkwardly toward the feet of Galvatron. One of them was stopped short when Galvatron put the tip of his foot on it. The other stopped seemingly on its own. Galvatron didn't take his optics off of the figure as was still expecting a sudden ambush. When no such ambush occurred, Galvatron briefly glanced down at the object. A lightning bolt lit the sky and Galvatron saw the severed heads of Runabout and Runamuck. If Galvatron was even the slightest bit shocked, he didn't show it. The figure approached and eventually revealed himself to be the Autobot traitor, Prowl.

"Was it really necessary to kill the Battlechargers like this?" Galvatron wondered.

"Just be thankful I delivered their heads. You don't want to know what happened to the rest of them." Prowl stated, revealing his violet optics.

"I couldn't care less about them, but I am curious as to why you'd turn against the Autobots," Galvatron stated. "What was the reason? Was it for personal gain or something else just as trivial?"

Prowl took another step forward and then produced the Matrix of Leadership. "For this," said Prowl. "For the Fallen, since you couldn't get it done on your own. I figured I might as well deliver it to you."

Galvatron wasn't convinced and all he was really getting from Prowl were more questions than answers. "Why should I accept this gesture," he said. "What did the Fallen offer you?"

"He's already given me what I want. He brought me back online and in exchange, I agree to act as his agent," Prowl explained. "But I might as well give you the details…

* * *

_((During our little venture from the Moon Bases to Earth, you… well, Megatron and his cronies ambushed and killed all of us. I took a salvo round from one of your Contructicons and saw smoke billowing out of my mouth. You can imagine how that felt just to see it. Then everything went black._

_A lot of time passed since then where there was only total darkness… and then he appeared. The Fallen. He came to me while I was in my own version of limbo and infused me with a form of energon I never knew existed. No one on Cybertron would've known about it. But the Fallen; he knew. He explained to me that it was an extension of Unicron. He infected Primus with it in their very last battle, which led of course to the creation of Alpha Q and the Quintessons and in turn, the Cybertronians. Us. According to legend, it's called Dark Energon._

_But I'm getting ahead of myself. See, when I was offline, the Fallen used only a small portion of this Dark Energon to reactivate me so we could have a little chat. He offered to bring me back to full functionality if I agreed to act as his agent. I refused initially, until he showed me the state of the Autobots after Optimus Prime died. He showed me how Ultra Magnus was entrusted with the Matrix only for Hotrod, of all beings, to end up the new leader Optimus Prime's place. Right then, I knew. I realized how far the Autobots had sunk, and so I took the Fallen up on his offer._

_He infused with the Dark Energon which brought me back online so I could smash out of my coffin and wait for the Autobots to arrive and take me back to Earth. Sure, I played the loyalty, got a new look and a new lease on life. But I waited for the right time to play my hand.))_

* * *

"Well, that's an interesting story but do you really think your actions will be justified," Galvatron said. "You betrayed the Autobots, killed Tempest and stole the Matrix, and you expect some form of vindication? I call that petty and pathetic."

"Call it whatever you want, Galvatron," Prowl said calmly. "I'm not looking for vindication or justification. I've seen the big picture; the Autobots are just a shell of what they used to be without Optimus Prime or Ultra Magnus to lead them. The Cybertronian race needs a _real_ leader, a _strong_ leader. Someone like Sentinel Prime, who's not afraid to make the hard decisions."

"Spare me the sophistry, Autobot," Galvatron said. "You stole the Matrix for the Fallen, not Sentinel. But now, you're going to hand it over."

Prowl tossed the Matrix without hesitation and then said, "One thing, Galvatron; you can have the Matrix, but I'm joining the Decepticons, no questions asked. Where it goes, I go."

"Fine," Galvatron said. "In the meantime… Prowl… I'd like you to tell me everything you know about this Dark Energon."

* * *

Author's Note: Okay, I was kind of disappointed with how this chapter came out. The main reason was, of course, that's damn Writer's Block, so I had to keep it short and to the point.

Sad to say it, but it looks like Breakaway has quit the Autobots and turned in his insignia. Darkest Hour, anyone?

Speaking of which, Prowl has more or less revealed the reasons behind his betrayal and we also have the first mention of Dark Energon. It will play an important role in the coming chapters, so stay tuned.


	23. Heretics

Disclaimer: Before I get started on this next chapter, I want to answer a quick question that was asked by Z-King about how many chapters would be left in my story. Honestly, it's not a question of how many are left, but how many more I'm going to need. I've said before that this is my last Transformers story and it might end up being longer than the last two. We'll see what happens, Z-King. Thanks for asking and thanks for reading.

I don't own the rights to Transformers.

* * *

Chapter XXIII

Location: Above Earth's Orbit

Galvatron returned to the _Revenge _where he assumed proto form. He produced the recovered Matrix in one hand as he transformed. Starscream was there waiting for him, or at the very least, making look like he was waiting. Galvatron didn't care whether Starscream was waiting or not because he intended to speak to the Fallen the first opportunity he got. He pushed passed Starscream without a glance and headed for the bridge of the warship. Starscream followed closely and managed to keep pace with Galvatron much to his chagrin.

"What's going on, Galvatron," Starscream queried. "Sixshot bolted out of the ship without a proper explanation. How'd you get the Matrix back? What are you…?"

Galvatron turned right around and snapped, "Did anyone tell you that you ask too many questions? Where's Sentinel?"

Starscream was taken aback slightly but regained himself quickly. "He's was in the brig last I heard. Not sure if it's appropriate to have a rogue Autobot wandering around the ship."

"I'm not sure about having _**you**_ on my ship, Starscream," Galvatron snapped. "Things have changed and right now, I need to speak to the Fallen. Something else is about to go into play."

As Galvatron continued on toward the bridge, Starscream suddenly said, "You mean Dark Energon," This got Galvatron's attention as Starscream continued. "Don't look so surprised. I had a little chat with the Fallen while you were gallivanting all over Earth."

"What do you know about Dark Energon?" Galvatron asked.

"Only what I've read in the archives from the Hall of Records in Iacon, long before the Great War," Starscream stated. "It's been said that Dark Energon is an extension of Unicron himself, capable of unquantifiable levels of power for any who might ingest it. Of course, no substance is without its side effects."

"What sort of side effects?" Galvatron asked.

"Hard to say," said Starscream. "Violence, aggression and some very rare cases, even insanity. I have read that Dark Energon can become an addiction to the weak-minded. The strong-minded on the other hand could see whatever already formidable power they possess greatly enhanced."

"There're none more strong-minded than myself, as you could clearly attest," Galvatron claimed before moving on toward the bridge. "I called for Sixshot to journey to Earth and pick up my contact there. You might be surprised to know that it is an Autobot. Well, a former Autobot turned traitor. Make sure he's allowed only limited access to the ship's systems, same as Sentinel."

"And, if this new addition to our ranks gets out of hand?" Starscream asked.

Without stopping or turning around, Galvatron snapped, "Scrap him!"

* * *

Ultra Magnus was sitting alone in the brig of _Revenge_, a violet energon restrain around his waist and pinning his forearms behind him. He could hear the randomized clangs of metal footsteps on the floor approaching his cell. Eventually, Sentinel Prime appeared passed the force field that prevented Ultra Magnus from escaping, not that it would've made anyway. Magnus locked his optics on Sentinel as he deactivated the field and entered the cell. No words were immediately shared between them while an eerie silence filled the cell. Sentinel crouched down to seemingly examine Ultra Magnus, as if he was searching for any signs of torture and found next to none.

Then Magnus asked pointblank, "Why are you doing this, Sentinel?"

"My reasons aren't anything you'd understand, Ultra Magnus." Sentinel.

"What I understand is that you murdered five of my friends for no reason whatsoever." Magnus said with some marked contempt in his voice.

Sentinel glared at Magnus with equaling marked contempt that was actually more for himself. "You think I wanted to kill those Autobots? I know what I did, both in the Great War and on Earth. I had no choice; it was either that or succumb to the Fallen's wrath."

"That's it," Magnus asked. "You killed Springer and four of the Aerialbots to save yourself?"

"You don't know what the Fallen is capable of; I do," Sentinel stated before standing up. He started slowly pacing around the cell. "Since he was cast out into dark space by the Thirteen, his one and only desire has been vengeance against the Primes and their descendants."

"Paint any picture you want, Sentinel. It doesn't change the fact that you sold your Spark," Magnus stated. "As far as I'm concerned, that makes you no better than any Decepticon on this ship. At least Galvatron has some semblance of character."

"You have no right to condescend or judge me," Sentinel snapped. "You don't know what I've seen of the Fallen; he's… pure evil. If he were ever to be unleashed on the galaxy, particularly on Earth, you'd understand just how evil he really is."

Ultra Magnus listened closely but he was still not convinced. "So, it all boils down to cowardice. You're pathetic."

"And you're overconfident," Sentinel countered. "You're lucky I don't kill you right now."

"Maybe you should," Ultra Magnus stated to rise to his face, still shackled but standing tall against Sentinel. "Maybe you'll realize that it's better to die on your feet than to live on your knees."

Sentinel Prime was admittedly tempted but restrained himself, saying to Magnus, "You have that backwards; it's better to live on your feet than to die on your knees." Then Sentinel started out of the cell, closing the force field behind him and walking away.

Ultra Magnus's words did however force Sentinel to seriously consider reassessing his reasons for all he'd done. In the beginning since his exile from Cybertron, Sentinel firmly believed he was doing the right thing by serving the Fallen. He believed that at the end, submission would be preferable to extinction and that he would ultimately be justified. On the other hand, it might've been that Sentinel was acting on his own self-preservation, which compelled him to kill any who might stand against the Fallen. So, in that respect, Sentinel began to question himself. Ultra Magnus called him a coward. Sentinel, at least in the beginning, didn't consider himself as such. But those words seemed to ring through his mind and wouldn't let up. They wouldn't go away. In that instant, like the scourge of Cosmic Rust, the doubts began to eat away at Sentinel Prime. And, he didn't like it.

* * *

Sixshot returned to the _Revenge_ with a figure riding within his spacecraft form. Several Decepticons, including Starscream, were in the launching area armed and ready to act on a moment's notice. The spacecraft's canopy shot open and Prowl, the Autobot traitor, stepped out. He didn't deploy his throwing stars. This was likely an olive branch to quell the suspicions of the Decepticons he was now joining. Of course, none of the Decepticons were convinced when Starscream approached. He was just cautious as the other as he had his Null Ray deployed. Prowl didn't flinch even when Sixshot assumed proto form directly behind him. If this Autobot-turned-betrayer tried anything sneaky, Sixshot would toss his broken remains out of the ship whether or not Galvatron ordered it.

"So, turned on the Autobots, have we," Starscream said. "It's bold, if a little bit brazen, of you to stab those fools in the back like you did."

"Like you're any different from me, Starscream," Prowl stated. "How many times have tried and failed to betray the 'Cons? You did all that out of selfish ambition. I did what I did because the Autobots as a whole became a weakened shell of what they used to be."

Starscream immediately broke into hysterics. "That is hilarious. You turned on them because you didn't like how they were operating."

"I turned on them because they've lost sight of everything when they had some punk kid leading them." Prowl claimed.

"Please! The rest of you can leave us; I want to speak to this betrayer personally," Starscream said, and all of the Decepticons presents took their leave, while Starscream inched in a little closer to Prowl until they were face to face. "You're not fooling anyone, Autobot. See, I know the Fallen resurrected you using Dark Energon. I'm well aware of its advantages… and its side effects."

"What's your point?" Prowl interrupted.

Starscream stepped back and said, "My point is this; Dark Energon has the potential for limitless possibilities. Empowering the strongest of warriors or raising the deceased isn't exactly uncommon. But the Fallen used what I believe to a concentrated amount to bring you back from oblivion. If it were that he used too much, you wouldn't be as _coherent_ as you are now. On the other hand, too little would leave you a drooling mess here on the floor of this ship."

"That's a fascinating theory, Starscream, but you're pretty much wasting my time right now," Prowl said and pushed passed Starscream. "I need to make sure that Galvatron won't scrap the Matrix before returning it to Sentinel Prime."

"Sentinel won't be able to use the Matrix again," Starscream stated, stopping Prowl in his tracks and making him turned back to the Seeker. "Oh, you didn't know that? See, the Matrix has a pretty strict policy in terms of who carries it. Any Prime that carries out malevolent, even murderous actions like Sentinel did in the Great War would not only be stripped of Matrix but also be forever forbidden to ever even touching it."

"So even if Sentinel did hold the Matrix right now, it would do him no good since he went about killing indiscriminately." Prowl concluded.

"Now you're getting the big picture," Starscream mocked. "But thankfully, I have a little contingency plan in mind. All I need is a human scientist, and Galvatron already has one of those."

* * *

Location: Autobot City

It was eerily quiet within the city hall as Verity was walking alone through them. She had run into any of the Autobots, which was either because they were convening or still mourning the loss of Tempest and Springer and the four Aerialbots. Verity herself wasn't exactly sure what to feel. Hurt, maybe. Angry, perhaps even despondent over losing the chance to get to know Tempest a bit better than she did. They could very well have become great friends. Verity noticed that the lights in the infirmary were still on and reasoned that at Brainstorm or Wheeljack were there. The last she knew, Silverbolt was mostly repaired and was up and about, though it would still be a while before he was flight capable again.

She approached the entrance to the infirmary and when she arrived, she saw no sign of Wheeljack or Brainstorm anywhere. Silverbolt was also not present, confirming Verity's suspicions. Instead, she saw only Daniel standing at the bedside of the still comatose Optimus Prime. He looked to be very deep in thought, and Verity was cautious to approach without disturbing him too much. Daniel probably knew she was there already but he said nothing.

"Hey…" she said.

Daniel looked toward the tomboyish teenager and similarly replied, "Hey…"

"You mind if I ask you something," Verity said to which Daniel shrugged and nodded. "How well did you know Tempest?"

Daniel signed as if he was exhausted. "To be honest, I didn't know her as well as I would've liked. Breakaway trusted her, though. He was the reason Tempest joined the Autobots in the first place."

"Did Breakaway love her?" Verity asked and quickly regretted asking.

But Daniel chuckled, "Yeah."

"I'm sorry. I shouldn't have asked." Verity apologized.

"It's cool," Daniel said. "You know, losing so many friends like we did the past few days, at the same time having Hotrod and Breakaway leave… It kind of brought me back to a bad place."

Verity looked from Daniel up at Optimus and then back to Daniel. "It's hard seeing him like this."

"I'll never forget the day he…" Daniel couldn't find the right words to finish his sentence about Optimus. "I think it was over two years ago. I must've been standing right in this exact same position watching Optimus pass away. The last time I felt the way I did was when my grandfather died."

Verity slowly came a little closer to Daniel until she stood beside him. "How did he die?" she asked.

Daniel looked at Verity, at first a bit annoyed but he gathered himself and started explaining…

* * *

_((Well, it was about ten years ago. I was about six or seven years old when the Decepticons attacked a refinery in downtown Portland. They were trying to siphon the oil from the place to make more energon cubes when the Autobots showed up to stop them. Some of the Decepticons still managed to get away with some the energon, but others stayed behind to fight the Autobots off. That fight carried over into the city and Megatron. My dad and Sparkplug, my grandfather, accompanied the Autobots, trying to evacuate the people from the streets. Optimus confronted Megatron in the streets where they slugged it out, smashing each other into the buildings._

_According to my dad, that was when Sparkplug noticed a young girl on the sidewalk, right across from where Optimus and Megatron were fighting. She couldn't have more my age from what I heard. She was crouched down, holding her knees to her face and crying for help. Sparkplug just bolted right into chaos. He picked up the kid in his arms and started looking for a way out of the fight. At that point, Megatron tossed Optimus into the building that Sparkplug and the kid were trying to escape. The side where Optimus hit the building started to collapse and some of the debris right in front Sparkplug and the kid._

_Optimus tried to save them both but Megatron stalled him and by the time Ironhide, Jazz and my dad, time was already running out. With a ton of debris coming down, Sparkplug did the only thing he could and hurled the girl out of the way. Dad managed to get her to safety but…_

_The debris collapsed and pinned Sparkplug under it before he had a chance to get clear. Optimus was distracted long enough for Megatron to get away. Dad was right there, Ironhide told me, digging his way into the rubble for Sparkplug but by that time, it was already too late. By the time Ratchet got to the scene, Sparkplug, my grandfather… he died right there in my father's arms. He gave his life to save a little girl who probably hadn't the slightest idea what she was seeing that day.))_

* * *

"We had a private burial for him at a cemetery in Portland. I attended, my dad and my mom, Chip, even Optimus and Bumblebee were there to pay their respects and say their goodbyes." Daniel finished while fighting off a tear.

Verity didn't know what to say as she also wiped a single tear away. Her first impulse was to offer her condolences, maybe even embrace Daniel to comfort him. But what could she really offer besides all that? She never knew Sparkplug or any of the family. Yet, somehow, something about what Daniel told her seemed familiar. Maybe it was coincidence. But as she thought more and more about it, Verity recalled a similar incident years ago when she was only six years old. It dawned on her then that it couldn't really be a coincidence.

"I remember something that happened to me years ago," she told Daniel. "I used to live in an orphanage and I ran away. I wandered around the city when I saw everyone running away from something big," she paused for a moment while Daniel collected himself and listened. "You ever wonder how I first found out about the Autobots and Decepticons."

"I just figured you found out the same time as everyone else in the world." Daniel stated.

"Not exactly…"

* * *

_((Like I said, I lived in an orphanage in Portland before I ran away. I wondered around the streets, you know; pick pocking and trying to survive on my own. I saw a hoard of people running away from something and like an idiot, I went in the opposite direction. I never said I was bright. That was when I saw these huge robots fighting each other. They were going back and forth, smashing each other into the buildings. Unfortunately, I happened to be standing directly below one of the buildings when its side started to come down._

_I thought I was a goner until this man rushed in and started carrying me to safety. Next thing I know, I get tossed aside to safety while my rescuer… was buried alive under all that rubble. The Autobots and a man who looked a lot like him but younger, tried to get to him in time but it was too late. I watched him die in the arms of the other man. I realized that guy was his son, and the man who saved me was his father.))_

* * *

"I never had a chance to thank him for what he did," Verity concluded. "I didn't even know his name."

Daniel was taken aback by Verity's story; perhaps even more than a little shocked. "So, that little girl that Sparkplug, my grandfather rescued… it was you."

"Yeah" Verity murmured. "Yeah, I guess so. It kind of funny how things turn out, huh," she said and immediately regretted it based on the look on Daniel's face. "Sorry, Daniel. I leave you alone for a while."

As she started to take her leave, Daniel suddenly called out, "You don't have to apologize, Verity."

Don't I? I mean, let's face the facts; I'm the reasons your granddad is dead in the place," Verity lamented. "If I hadn't been for my being there, I guess he'd still be alive right now."

"If he hadn't been there, you'd be dead and we'd have never met," Daniel pointed out. "So while it might sound a little strange, I'm glad you're here, Verity."

Verity couldn't help but chuckled a little bit at the sentiment. "You know, if Sparkplug were still alive, I'd want to thank him."

Daniel nodded and continued to watch over the comatose Optimus Prime with Verity beside him. Verity, for all her tomboyish attitude and self confidence, couldn't bring herself to walk away. She stayed close to Daniel instead and watched over Optimus with him. She then subtly took his hand in hers. Daniel's first instinct was to pull away but he didn't. He had no reason now that he knew the truth of Verity Carlo. She also had the right idea about somehow thanking the late Sparkplug, for had it not been for his heroic actions, Daniel would never have met Verity and Verity wouldn't be alive today.

It never occurred to the two young humans that Elita One was standing outside of the infirmary, having eavesdropped on the whole thing. Hearing Daniel's story about Sparkplug's passing reminded Elita of Optimus in a way, how he had often sacrificed his own wellbeing for others, including her. Obviously, Sparkplug had the main sort of mentality. Elita admittedly didn't think to highly of Verity in the beginning, but the young human girl was at least starting to grow on her. So, maybe there was still some hope.

* * *

Location: Above Earth's Orbit

Gregory should've counted himself luck that the Decepticon's warship had breathable oxygen for him. It was stale but not putrid so at the very least he could inhale. The location could've been better. Gregory was in a cell that from his perspective was about the size and width of a small apartment building. He still wasn't sure what the Decepticons wanted with him as they thus far treated him like a prisoner of war. They were doing about the same thing with that Autobot they captured. What was his name? Ultra Magnus! Gregory didn't really care given his dislike of the Autobots. He was starting though to dislike the Decepticons just as much, if not more so.

Then Gregory started hearing the faint clatter of steel footsteps on the steel floor. The sound was getting closer and Gregory quickly assumed it was Galvatron or one of his Decepticon troops. Eventually, the visitor appeared in front of the force field that separated him from the cell interior. Gregory saw that it was Starscream as he deactivated the field.

Gregory started backing away in fear for his life, which Starscream admittedly found quite amusing. "What do you want with me?"

Starscream came closer to the human until he loomed over him like a total lunar eclipse. "Your assistance." he cryptically exclaimed.

"Assistance for what?" Gregory asked.

Starscream crouched down so he could easily hover ominously over the human. He then cryptically said, "The end."

* * *

Author's note: That's all for this chapter. I thought it be a good idea if Sentinel Prime was portrayed to be a conflicted character as opposed to the sociopathic type. It shows in this chapter that he may be starting to doubt himself.

I tried to explain the connection between Unicron and Dark Energon here, as well as the potential benefits of the substance. I'm not sure if I did that but I'll leave that up to you.

I also knew at some point in this trilogy that I had to explain the absence of Sparkplug. It was hinted earlier in this story that he died and here it was revealed that he dies saving a little girl who is implied to have been a young Verity Carlo. Take this any way you want and don't forget to review.


	24. Starscream's Coup

Disclaimer: T'was the day after the apocalypse… Yep, that day has finally come and gone and we're still here. TAKE THAT, MAYANS!

Enjoy the next chapter and remember, I don't own the rights to Transformers.

* * *

Chapter XXIV

Location: Oregon Mountains

It was dawn of the following Earth day. The Sun was starting to appear over the horizon, its light pouring out over the landscape. The light also illuminated a large steel structure that, from an aerial perspective, appeared circular with a hallowed out center. Since the construction of the various space-worthy vessels, the Space Bridge had become all but forgotten. It fact, the last time it was ever used was during the Decepticon's siege on Autobot City two Earth years ago. After that, it was rarely even mentioned in any form of conversation again. Hence, the Space Bridge was forgotten by all. Except Starscream.

Coming down from the atmosphere like an iron dragon about to rain fire down on the Earth, Starscream jetted toward the site of the decommissioned Space Bridge in his F-22 Raptor form. He was carrying an unwilling passenger in Gregory Swafford. Gregory was smuggled from the _Revenge_ by Starscream, who had previously explained to the oft infantile Barricade that was making a brief recon run over the planet. Barricade was clearly oblivious to the Air Commander's true intentions, not that it was too much of a bother to him. Starscream was only concerned that Galvatron would eventually learn of it. If… when that happened, Starscream needed to be ready to act.

Approaching the site of the Space Bridge, Starscream tossed Gregory from his cockpit before assuming proto form. Gregory was at least able to land feet first but the momentum still sent him tumbling to his face. He was wondering if Starscream did that intentionally but he didn't call him out on it once he got a good look at the alien structure. It certainly was a marvel of engineering, one for which Gregory was already thinking up a few ideas, assuming he was still alive to see them through. Starscream approached a panel on the outer wall of the machine and quickly tore it out.

The panel landed a few feet from Gregory, who incidentally was standing right where the panel landed. "Damn it, are you trying to kill me?" he shouted.

Starscream loomed over the human and snapped, "I could try harder if you like. But I need you alive, at least for now," Once he'd made it clear to the human, Starscream turned his attention back to the Space Bridge. "We constructed this Space Bridge almost twenty-eight of your Earth years ago. The technology itself is derived from the studies that Shockwave conducted on the original Space Bridges."

"There's more than one of these things?" Gregory asked.

"There were," Starscream stated, "They've long since been in disuse although a handful still exist out in the galaxy. This particular machine is really a small-scale version. All of them have, or had, the same function of opening a portal for instantaneous teleportation from one corner of the galaxy to another."

"It's a teleportation device?!" Gregory said in equal parts excitement and dread.

"Yes," Starscream exasperatedly confirmed. "It defies your laws of physics to transport matter through time and space," he added while digging deep into the insides of the Bridge. "But, I only need certain key components from this one."

"Okay, fine! But what the hell do you intend to do with the tech and what do you need from me?" Gregory asked.

"I intend to construct a portable, miniaturized Space Bridge which will then need to be installed on any available spire or tower on your planet," Starscream stated. "As for you, human; you're going to help me built it. Once the Matrix of Leadership has been installed into the device, it'll open a portal in space/time from which the Fallen will arrive. And, I will be made a king."

Gregory listened closely and was shocked by Starscream's plan, so much so that he knew he couldn't go through with it. "You can't be serious. That's insane; I'm not helping you."

Then Gregory attempted to run. Starscream didn't immediately give chase since he decided to give Gregory a head start, if only for his amusement. Obviously, Gregory wasn't the first scientifically gifted human on Earth that had attempted to sever ties with Starscream, who was briefly remembering the late Dr. Archeville. It wasn't like Gregory was going to get far enough away. Starscream just wanted to give him that little false sense of security before jolting him back to reality, which was just about happen.

Gregory managed to get far enough away from Starscream that, if he had a means of communication, he could request assistance. The problem was he was in the middle of nowhere and had absolutely no idea where he was going. He didn't have a clue how to get back to civilization or if there was a civilization to get to. Running as about to the only option available to him, so he continued running. He looked back for only a moment to see if the Starscream was following him, either by the ground or by the air. There was nothing to suggest either scenario, so Gregory believed himself to be in the clear. That was until he turned around and slammed face first into a metal structure. He fell back holding his chest before looking up to see Starscream standing right over him, having teleported himself directly in front of the human.

"You didn't really think you could get away from me, did you?" he asked with a sly grin.

Gregory attempted to crawl away from Starscream while shouting, "I don't care what you do to me. I'm not helping you."

"I beg to differ," Starscream said and lunged down at Gregory, horrifying the human. "Let me be perfectly clear; you WILL help me construct the device. You will assist me in ensuring the Fallen's arrival to this planet, or so help me, I'll stamp you into paste right here and right now," Starscream waited patiently for an answer and it was clear to him that Gregory understood, he said, "That's more like it."

* * *

On the _Revenge_, Galvatron stormed to the bridge control area where Barricade was piloting the ship with Misfire and Slugslinger assisting him. "Where is Starscream?" he asked to which no one answered. "I've just returned from the brig after noticing the human missing from his cell. I know Starscream had something to do with it, so maybe one of you might have an idea of where he's gone."

Barricade, right at that very uncomfortable moment, could tell that Galvatron was hovering all over him. "Um…" he whispered. "Uh, maybe he took the human out for a walk?" Then Barricade produced a stupid, nervous looking smile while thinking, _Please, don't scrap me!_

Galvatron reached for the control stick and crushed it in his hand. "Make me ask again."

"He's on Earth at the Space Bridge site." A terrified Barricade bellowed.

Galvatron sneered before turning to Scourge and Soundwave. "Scourge, you have the bridge. Soundwave, maintain communications with the Combaticons."

As Galvatron stormed away, he almost knocked into Mindwipe. "Lord Galvatron," he said. "It may interest you to know that Cyclonus has regained functionality. He wishes to speak to you."

"Cyclonus can wait…" Galvatron claimed. "…until I've disposed with Starscream and have done so for good this time."

"Galvatron," came the slightly garbled voice of Cyclonus, still with the wounds Starscream inflicted on him. "You can't engage Starscream. He's too dangerous."

Galvatron simply said, "So am I!"

* * *

Starscream continued digging into the Space Bridge panel looking for the crucial components needed for his miniature version while Gregory stayed put in a spot away from him. He could've tried to bolt out of there but Starscream would have very easily caught again. It would've been redundant and, in Gregory's case, fatal. Starscream pulled another piece of tech out of the panel and examined it closely. He smiled as it was another of the component he needed, so he set it aside with two other components and kept digging. He found a few pieces, none of which he needed before locating the one last piece he did need. Before he could yank it loose, Starscream heard the sonic boom of a jet engine coming toward him. He looked toward the sky and saw Galvatron coming down in spacecraft form.

Starscream wasn't prepared when Galvatron suddenly assumed proto form, grasped him by the neck at high speed and slammed him into the Bridge. The impact left a massive dent where Starscream was thrown. Starscream himself was being held in place by Galvatron, whose optics were glowing crimson. In response, Starscream simply smirked.

"Okay, I'll bite; what did I do this time?" he mockingly inquired.

"For starters, you're first mistake was coming back online," Galvatron said while flexing his power into the Air Commander's neck. "The second mistake was thinking you'd be welcomed back to the Decepticons with open arms. Third and most damning of all; you made the mistake of trying to undermine my command."

"Oh, like you're incapable of making a few critical errors." Starscream said before vanishing from view of Galvatron. Then Starscream reappeared in mid dive and kicked Galvatron away to the side and sliding to the ground.

Galvatron rose to his feet, sword deployed. "I've made a few mistakes, but letting you live any longer is one I refuse to live with."

"On that, we can actually agree." Starscream said and deployed a single edged sword of his own.

The banter was set aside as they charged at each other and collided with their respective weapons. At the same time, Gregory found a place to hide while he watched Galvatron and Starscream fight it out. After the initial contact, they broke away before Starscream went for a wide swipe. Galvatron blocked the blow and then blocked another one before countering with one of his own. Starscream skipped back to avoid the attack and went for a thrust that Galvatron sidestepped before he spun around for an arced slice. Starscream ducked below it and tried an underhand slash that Galvatron skipped over. They continued trading attacks back and forth before backing off where they came to a stalemate.

After a brief pause, they charged again and locked swords. They backed off again and started trading slashes and swipes, many of which didn't even come close to landing. Their swords frequently collided with loud clangs that echoed across the landscape, though aside from the lone human, no one was around to hear them. Anyone nearby would likely be stamped to death anyway. So, Gregory had the right idea by staying out of the way.

Galvatron and Starscream continued to match each other move for move, but neither could land a significant blow. They were, surprisingly, that evenly matched. Every time their swords met, there was a brief shower of sparks from the blades. After breaking away from crossing their blades for what had to be the umpteenth time, Galvatron and Starscream charged again. Starscream went for the next big strike, a wide, left side slash. Galvatron blocked the blow with his sword, pushed back and then tried for a spinning slash which Starscream batted away before he attempted a straight thrust. Galvatron sidestepped and pinned his sword onto Starscream's before backhanding him.

The blow sent Starscream back a few steps where he quickly recovered, smiled and then charged again. Galvatron also charged and their swords collided once again. Back and forth they went again and again, still not able to gain an advantage. Then in a desperate move, Starscream deployed his Null Ray. Galvatron, whether by intent or coincidence, brought up his particle cannon. The barrels of both weapon met and both fired at the exactly the same time. The ensuing blast sent Galvatron flying in one direction, and Starscream in the opposite. Both end up sliding in their respective directions before coming to a stop.

Again at a stalemate, Galvatron and Starscream rose up to face each other. Starscream still had an amused look on his face. Galvatron clearly didn't have a smile and assume his cannon form, bringing his barrel to bear on Starscream. Starscream started running toward Galvatron and once he was halfway, he assumed alt form and took off flying. Galvatron returned to proto form just in time to have Starscream fly over him and into the air. He opened fire on the moving target but Starscream was proving a very difficult target. Galvatron assumed spacecraft form and took off after Starscream.

Starscream stopped mid-flight and assumed proto form, hovering in place while Galvatron arrived and did the same. "Does any of this seem a bit familiar, Galvatron? Personally, I hope so since I'm eager to repay you for that moment so long ago."

Galvatron cocked his cannon before replying, "One would think you'd learned you lesson after I destroyed you the first time, Starscream. Then again, you never were a fast learner."

"Maybe so, but I do still learn," Starscream said and deployed his Null Ray. "This time, the roles are reversed. This time, Starscream reigns supreme."

"Just shut up and fight." Galvatron snarled and fired the first salvo.

Starscream twirled around the blast to let it pass him before firing a salvo back at Galvatron. Galvatron hovered to the side and fired another round and dodging another blast from Starscream. They continued trading shots before Starscream teleported out of sight, reappeared half-a-mile east from Galvatron. He fired a salvo that Galvatron dodged before he returned fire, missing the mark when Starscream flipped over it. Galvatron fired more salvos in succession, most of which Starscream dodged. The last round would've hit Starscream had he not teleport at the last second. Starscream reappeared right next to Galvatron with his sword deployed.

Galvatron parried away at the last moment and deployed his own sword before going for an overhead slash. Starscream blocked the attack, brought his sword down on Galvatron's before head butting Galvatron. Starscream then went on the attack with a relentless series of swipes and slashes. Galvatron blocked or dodged the attacks before finding an opening and fighting back. Just as it was groundside, there came a fast and furious exchange with neither of them getting a clear advantage over the other. Eventually, Starscream and Galvatron backed off. Starscream fired another salvo from his Null Ray that Galvatron dodged. Likewise, Galvatron fired a salvo that Starscream dodged.

Down below, Gregory was watching intent as the two Decepticons, who in his mind should've been allies, fought ferociously. It was confusing to him since he figured Galvatron and Starscream would be on the same page in some way. It didn't look like they even reading the same book in the same library. But it wasn't like Gregory gave a damn anyway; he hated both of them. He hated that fact that, in the end, whoever were to win, he'd lose.

Back up in the sky, Galvatron and Starscream continued to trade attacks in a relentless game of One-upmanship. Still, neither of them could gain the upper hand. The fight consisted of close-range melee combat and long-range blaster fire. Then there was sudden shift in the tactics of Galvatron and Starscream as they once again backed off from each other. Starscream transformed back to jet form and flew right passed Galvatron, while Galvatron fired a couple errant salvos. Then Galvatron assumed his alternate form and jetted after Starscream.

Starscream was climbing up toward the atmosphere of the planet with Galvatron hot on his trail. At the last moment, Starscream yawed back appearing as if he was stalling and began plummeting back to Earth. Galvatron flew right by him as he fell and followed him down. Starscream gunned his engines as soon as he returned to the planet and took flight with Galvatron behind. Galvatron opened fire on Starscream from far behind, though Starscream was able to dodge the oncoming fire. It didn't stop Galvatron from continuing his pursuit of the treacherous Seeker. Starscream began to slow down while Galvatron was closing in and the next moment, Starscream flipped over Galvatron. Suddenly Starscream was the one chasing Galvatron.

Galvatron wasn't about to become Starscream's plaything, not as long as he still functioned. Starscream, on the other hand, was relishing the turn around and started firing away at him. Most of the shots missed Galvatron as he performed several barrel rolls while staying in motion. A few shots managed to catch him but they hardly slowed him down, while Starscream unleashed a heat seeking missile. Galvatron started yawing side to side with the missile matching his movements, so he jetted straight down to the Earth. At the last second, Galvatron pulled up. He was literally inches off the ground when he gunned his thrusters and bolted right away; a split second later, the missile slammed into the ground in a bright flash of fire and smoke.

The explosion sent Galvatron reeling briefly before he regained himself and took off back to the sky. Starscream was still in pursuit as he passed through the pillar of smoke while pulling back up. As he was heading up after Galvatron, Starscream noticed Galvatron hovering in proto form with his particle cannon aiming directly down toward him. Galvatron fired a salvo straight down toward Starscream, but the Seeker barrel rolled out of the way. The errant salvo hit the ground and caused a fireball to form, while Starscream dodged a couple more of Galvatron's rounds. Then he teleported several feet directly above Galvatron, assumed proto form and fired straight down on him.

Galvatron was quick to draw his sword and started literally cutting through the salvo rounds as Starscream drew closer. At that moment, when Galvatron took a mighty swing of his sword, Starscream vanished from view. Galvatron searched his surroundings for Starscream but couldn't see him anywhere. Then Starscream reappeared out of nowhere and caught Galvatron with a heavy blow to the face. Galvatron was stunned long enough for Starscream to pummel him relentlessly with a series of punches and kicks. He finished with a knee to the face.

When Starscream tried to deliver a second knee, Galvatron caught it and drove his elbow into the joint. Starscream foundered for a second, allowing Galvatron to wail on him with his own heavy blows to the chassis. Starscream fought back furiously, trading blows with Galvatron in midair. After an intent, brutal trade-off, the two back away and drew their melee weapons once more. But they didn't immediately advance.

"You're old technology, Galvatron; obsolete," Starscream mockingly spat. "Like it or not, I'm the future of the Decepticons and the future of Cybertron."

"I've heard the same, tired old claims countless times over, Starscream, and you've failed at every turn," Galvatron retorted. "This time will be no different."

"I beg to differ; once I've released the Fallen and his reservoir of Dark Energon for my needs, the Decepticons will have no choice but to follow me," Starscream said. "Face it, Galvatron; you've lost."

"That's where you're wrong." Galvatron said and cocked his cannon.

But right before he could take the shot, Galvatron was suddenly struck from behind. Whatever hit him sent him tumbling to the Earth. He quickly activated his foot thrusters but was too close to the ground to pull up, and he slammed and skidded across the ground. Galvatron eventually came to a stop amid the debris of rocks and dirt before trying to get back to a vertical base. Whoever hit him was going to pay dearly for it. He quickly though it might've been one of those meddling Autobots, but when he recovered to see Starscream landing in front of him, he also saw Mindwipe standing beside him. Like Starscream, Mindwipe had a sly grin on his face.

"I think I should've hit him harder, Starscream." Mindwipe mockingly stated to Starscream.

"Noboby's perfect, Mindwipe." Starscream said.

Galvatron pulled himself up, fuming at the sudden turn of events. "Mindwipe, you're going to wish you never came online." He snarled while deploying his sword and charging at the pair. Then he just stopped.

"I don't think so, Galvatron," Mindwipe said and used his powers to lift Galvatron up into the air, causing him to drop his sword. "I see the truth of Starscream's words; you are obsolete and thus, you are no longer fit to lead the Decepticons."

Galvatron was struggling against the sheer power. "Starscream will lead the Decepticons into ruin and you along with it, Mindwipe. And, I'll be there to watch it come crashing down."

Starscream stepped forward to face Galvatron. "Is that what you think," he said and backhanded Galvatron once, twice and a third time. "Not when the Fallen has provided the Dark Energon to me. Once that's done, none in the galaxy will ever stand against me. Not the Autobots, not the humans… and most certainly not you," Starscream paused so Galvatron would be forced to take it all in and then said to Mindwipe, "Dispose of him."

"As you wish…" Mindwipe said.

In a flash, Mindwipe used his powers to viciously slam Galvatron into the ground repeatedly. He then slammed him into a small alcove and sent him sliding across the ground. Mindwipe sent Galvatron spiraling every which way across the ground before bringing him to sudden stop. Galvatron attempted to shoot Mindwipe but his cannon was suddenly torn from his arm and discarded. Then Mindwipe hoisted Galvatron, allowing Starscream to take a free shot at him with his Null Ray. The blast rendered Galvatron disabled but not offline, not that Starscream wasn't planning on it. One simple blast wouldn't do in somebody like Galvatron and Starscream knew it. Still...

At Starscream's behest, Mindwipe hoisted Galvatron high up into the air. Then using all of his power, Mindwipe mentally tossed Galvatron off far across the landscape. Galvatron was already unconscious by the time he was slammed into a large rock face. The force caused a rockslide which buried the incapacitated Decepticon leader beneath tons of debris. After a few moments, there was nothing left of Galvatron.

Back at the previous site, Starscream told Mindwipe, "That might've been overdoing it a bit, Mindwipe."

"I do have a tendency for such. I apologize." Mindwipe said.

"Nevertheless, I think you'll make a fine First Lieutenant," Starscream stated with triumph in his voice. "Now, let's collect those components and return to the _Revenge_. Don't forget to bring the human."

* * *

Back on board the Revenge, the Decepticons waited intently for the return of Galvatron who had gone to Earth to retrieve Starscream. Or what was left of him! No one seemed to notice that Mindwipe was absent from the ship for some reason. He should've still been on board looking after Cyclonus. In fact, Cyclonus was the only one who was aware of Mindwipe's absence. But right then, Mindwipe did in fact return to the bridge of the Revenge. He had something clutched in his hand. It was the human scientist, who appeared to be struggling to breathe under the weight of the Decepticon's grip. Mindwipe looked about the bridge for a moment before stepping aside, and then Starscream appeared. On instinct, the Decepticons on board deployed their weapons knowing that Starscream should've been offline by now. Even more peculiar was that Galvatron wasn't present at all.

Starscream was nonplused by the sudden show of force and casually stated, "That's a very interesting greeting."

Scourge stepped forward with his weapon trained on Starscream. At the same time, Sentinel Prime appeared looking on. "Where is Galvatron, Starscream?"

Starscream glanced from one side to another before claiming, "It's with a heavy Spark that I must inform you, my fellow Decepticons, that Galvatron... has perish, betrayed by his own foolish pride."

"You… you're lying." Scourge claimed.

Starscream then revealed Galvatron's particle cannon barrel and dropped it on the deck. A light whiff of smoke was rising from it. "Does it look like I'm lying," Starscream asked. "As of now, you all follow me."

"No," said Cyclonus, still battered but standing. "I refuse to follow someone like you, Starscream."

Suddenly, Starscream teleported and reappeared right in front of Cyclonus, sending him to the floor. "You seem to forget how I bested you before, Cyclonus. If you won't follow me, then you're of no to me at all. Henceforth, as my first act as you new leader, I hereby exile you from the Decepticons; effective immediately," After striking Cyclonus in the face to knock him out, Starscream turned to the largest Decepticon, Sixshot. "Get him off my ship."

"Whatever, Starscream." Sixshot nonchalantly said before dragging Cyclonus away.

As Sixshot was leaving with Cyclonus, Starscream growled, "That's Lord Starscream, you fool," He turned to the rest of the Decepticons and declared, "Remember that I am Starscream, Lord of all Decepticons, and soon to be King of the Universe."

In that moment, Barricade whispered to Misfire, "Oh scrap, here we go again!"

Then Starscream appeared right beside Barricade and said, "I beg your pardon?"

Barricade quickly said, "Uh, all hail Lord Starscream."

Sentinel Prime had seen the entire thing unfold and thought to himself, _Starscream is going t run the Decepticons into the ground. _If history was any indication, Sentinel was right.

* * *

Back down on Earth, all was quiet. The Space Bridge was left in ruins while several miles away, a cliff face was resting. A rockslide had already taken place. From beneath the tons of rock and debris, an iron forearm was stretching out but unmoving in the rubble.

* * *

Author's Note: Here we go again! Starscream attempts to usurp control of the 'Cons from Galvatron and appears to be successful. Somehow, I doubt it's the last we've seen of Galvatron.

Sooner or later, Starscream and Galvatron had to hash it out and I think this served as a worthy rematch of their last encounter. Mindwipe also had a hand in this. That just goes to show that no can be trusted, especially among the 'Con. So, what do you think so far?

Dedicated to the memory  
of the Sandy Hook Elementary School Victims  
May they Rest In Peace


	25. Occupy: Seattle

Disclaimer: Sorry, but I don't have anything particularly clever to say. So here's another chapter for your reading pleasure. Enjoy!

* * *

Chapter XXV

Walking alone through the corridors of the Decepticon's warship, Sentinel Prime couldn't shake the words of Ultra Magnus out of his head, instead dwelling on them constantly. Coward. Pathetic. It was the basest sentimentality. Sentinel tried to tell himself, _what did Magnus know? _He never encountered the Fallen like Sentinel did. He couldn't ever comprehend the sheer scope of something so purely evil. Sentinel made the claim that submission over oblivion was preferable. That was the main reason why he chose to serve Fallen. It was the right call. So, why was Sentinel starting to question himself? Why did he feel as if his conviction was waning? Sentinel was so consumed with these thoughts that he didn't realize that Prowl was approaching.

Compared to Sentinel Prime, whose resolve was seemingly and steadily crumbling, Prowl had become fully devoted ever since the Fallen brought him back online. Unlike Sentinel, Prowl was convinced he was doing the right thing since he believed that the Autobots had weakened in their own convictions. He didn't think he was wrong, yet he didn't care whether or not he'd be justified in the end. He did believe the Autobots still needed a strong leader and not a punk like Hotrod. And, since Optimus Prime was still comatose and Ultra Magnus was locked up, that left only Sentinel Prime. Maybe it was coincidence for Prowl, but Sentinel Prime was right in front of him walking in the opposite direction.

"Sentinel," Prowl called out, stopping Sentinel where he stood. "Starscream has taken command of the Decepticons and Galvatron is out of the picture, at least for the moment."

Sentinel didn't immediately respond as he was contemplating. He then asked, "What about the Matrix?"

"Starscream has it. He's also acquired materials to build a portable version of a Space Bridge," Prowl explained. "He's having Soundwave locate a suitable focal point for it installation," Prowl waited for a response from Sentinel but so far received none. "Sentinel?"

"Why are we here, Prowl," Sentinel rhetorically asked. "We're Autobots. We're supposed to be the protectors, the defenders against those who would bring harm to the universe. Yet, we've brought harm to Earth instead with the threat of unleashing the Fallen. We brought harm by siding with the Decepticons and murdering our own allies. I can't help but wonder; are we the ones that have truly fallen?"

Prowl stepped to Sentinel Prime's side and coldly replied, "We are not."

"How can you be certain of that," Sentinel asked. "We both have the energon fluid of countless Cybertronians on our hands, Autobot and Decepticon alike. There's no redemption for our sins."

"That's where you're wrong; you've killed Autobot and Decepticon alike while I've only ever killed Decepticons." Prowl claimed.

"What about the female you killed," Sentinel pointed out. "She herself was an Autobot."

"She was a pretender. I did what the other Autobots were too foolish not to do by putting that little abomination down," Prowl claimed. "As for my joining the Decepticons, I only joined up because the Fallen brought me back so I can deliver the Matrix to them."

"And, what do you think the Fallen will do to you, or me or any of the Decepticons and Autobots once he's been released," Sentinel asked. "The chaos and carnage that will likely follow; all of that we'll be on our shoulders."

"You think I care what the Fallen does upon his release," Prowl snapped. "He can go ahead and raze the entire frakking universe. I could give a damn less about it," With that, Prowl stormed off but then stopped. Without turning around to face Sentinel, he asked, "What's it matter to you anyway? Your hands are just as stained as mine; more so."

"You're one to talk, Prowl," Sentinel Prime countered. "At least I can acknowledge my transgressions, unlike you."

Prowl turned his head and shoulder around to shoot a glare at Sentinel Prime. Sentinel could make out the violet glow of Prowl's optics, which confirmed his complete affiliation with the Fallen. There was no immediate confrontation beyond the stare down before Prowl stormed off. This left Sentinel Prime alone once again to contemplate the recent path he'd taken to get to this point in time. He was starting to think that Ultra Magnus was right about him; Sentinel was a coward or least becoming one. He saw no way to prove anything to the contrary, and that may very well make him a worse monster than the Fallen.

* * *

Down on Earth in the Oregon landscape, several miles away from the disused and wrecked Space Bridge, a metallic forearm was jutting out of the resultant rubble of a rockslide. Two alien spacecrafts descended upon the site and transformed into Cyclonus and Sixshot respectively. Cyclonus landed rather gingerly as he was still nursing a couple of the more minor injuries caused by Starscream. Starscream had the audacity to exile him from the Decepticons for speaking out against him. Sixshot had been tasked with getting rid of Cyclonus but had instead chose to desert the Decepticons as a whole. It was no different from his late brother Quickswitch had done. When Cyclonus asked of his reasons, Sixshot made it known that he had no respect for Starscream whatsoever and would rather toss himself into a black hole than follow him.

That in itself was perfectly fine with Cyclonus and he surmised it would be just as fine with Galvatron, assuming they could locate him. It was a stroke of good fortune that they happened on their missing leader's current location. It was hard to miss once they noticed his forearm sticking out of the rubble. Cyclonus and Sixshot began removing stone after stone since pulling Galvatron out too soon would lead to his arm getting ripped off. After a few stones were taken away, the arm started moving back and forth and Cyclonus took it in his hand. He pulled as hard as he could without causing further damage and eventually managed to pull Galvatron free of the rubble. Galvatron collapsed to the ground a battered mess but still functional.

"Galvatron," Cyclonus said. "You still function." Cyclonus was met with a hard punch to the face from Galvatron.

Galvatron sat up and scowled, "Of course I still function, you idiot. That's more than I can say for Starscream when I choke the life out of him."

"That might be a problem," Sixshot stated. "Starscream's in control of the troops. Last I heard, he was planning to build a machine to open a portal using the Matrix as a power source."

"He intends to release the Fallen and his store of Dark Energon" Galvatron concluded. "That moron hasn't the slightest idea what he's doing," Galvatron began walking but he had a noticeable limp. "The mere thought of Dark Energon has made him deluded if he wasn't already. I think it's high time I put him out of _my_ misery." Then Galvatron dropped to his knees.

Cyclonus was at his side quickly. "Lord Galvatron, you're injured. You need to be repaired as soon as possible."

"I'll go for repairs when I have Starscream's head in my hand."

"Either that, or Starscream might end having _your_ head in _his_ hand," Sixshot pointed out. "You might be better off taking a rest, boss."

Galvatron wasn't going to listen, that much Cyclonus and Sixshot knew. He was vertical but dazed. His will was strong as ever even if his body had seen better day. He needed to be repaired and he knew it but he just didn't care. He took a few steps forward even though he could barely keep his own balance, walking like he was punch-drunk. Then he finally collapsed to the ground, a faint whiff of dust shooting up from where he fell. Cyclonus and Sixshot helped Galvatron to his feet. Cyclonus held Galvatron while Sixshot assumed his off-road vehicle form. Instead of allowing himself to be hauled around, Galvatron decided to retain his dignity and assume his alternate flight form. He took off toward the sky but wavered almost immediately. Cyclonus assumed alt form and took, taking position beside Galvatron while Sixshot remained on the ground in his off-road form.

"What is the plan, Galvatron?" Cyclonus asked.

Galvatron was having trouble staying level but he was able to answer, "We'll wait for Starscream to make his move, and then I'll personally tear his Spark out from his chassis."

"What about Sentinel Prime?" Cyclonus asked.

"Him," Galvatron said. "The Autobots can have the leftovers."

* * *

On the _Revenge_, Starscream was roaming around the bridge of the great warship and waiting for confirmation from Soundwave. The bridge suddenly fell dark, and Starscream knew full well who it was. "And, here we go!" he muttered.

The familiar visage of the fluctuating Decepticon insignia that represented the Fallen appeared, his violet eyes glowing. _**"Starscream, I am growing impatient."**_ he stated.

"It won't be that much longer, Fallen. I assure you," Starscream claimed as he concealed a hint of trepidation from the Fallen. "Soundwave is currently searching for a suitable point from which I might set up my miniature Space Bridge. Once it's been installed, it will use the power of the Matrix to rip open a portal in space and time, from which you shall finally appear."

"_**The galaxy shall reap the whirlwind I will bring down upon it. Unicron sought only to consume everything until there was nothing left,"**_ the Fallen stated. _**"I will instead eradicate the descendants of the Primes and reshape the galaxy in my image."**_

"Ahem, what of your promise, Fallen," Starscream brazen asked. "If this Dark Energon is as formidable as you suggest, I believe I might be entitled to my share of it."

The image fluctuated further, as though the Fallen had become annoyed by Starscream's ranting. _**"I honor my word, Starscream. Be certain that you honor yours. Do that and the Dark Energon will be yours to do with as you see fit. And, you will be a king."**_

"I look forward to it, Fallen," Starscream said as the Fallen vanished and the darkness lifted. "Fool!"

"Starscream," Soundwave suddenly called out. "A location has been determined."

Starscream approached the console were Soundwave was seated. "Show me." he said.

Soundwave worked the console until a holographic map appeared on the view screen. It was an overhead shot colored in red of a wide open space with varying shapes. So Soundwave worked the console a bit more and the image reset itself in a three dimensional states. The various shapes shown resemble buildings of varied sizes, some low to the surface and others stretching toward the top of the image. It was clear that the image resembled a city of some form, certainly not unlike the ruined cities of Cybertron. It was a human city that much was clear. Starscream consider it feeble. Obviously, the humans had no sense of ingenuity. But his opinion changed once Soundwave highlighted a particular structure; an elongated tower stretching straight up toward the sky with a saucer-like section on the top. Starscream was studying this structure closely and he mused that it closely resembled the main towering sky scrapers of Cybertron.

"What sort of structure is this, Soundwave?" Starscream asked.

"The structure is known as the Space Needle of the human city of Seattle," Soundwave said in his usual monotonous voice. "It is approximately 605 ft. from ground level to its highest point and 138 ft. in width. Estimated weight is 9,550 tons."

"Looks kind of stupid if you ask me." Barricade said. Obviously, no one was asking him.

"That will do," Starscream said with a smirk before pressing a switch on the console. "All Decepticons, this is Lord Starscream; prepare for descent over the human city of Seattle. Misfire and Slugslinger, secure Ultra Magnus and the human scientist in their cells. Make certain they don't try anything. Scourge, contact the Combaticons and have them converge on the city."

"Um, Starscream," Barricade said, to which Starscream shot a menacing glare at him. "Um, I mean Lord Starscream…"

"What?" Starscream bellowed.

"This city of Seattle; isn't it kind of close to Autobot City? Won't the Autobots notice our ship if…" Barricade's speech slowed to a crawl as Starscream loomed directly over him. "…if…our… ship is…"

Still looming like a shadow over Barricade, Starscream calmly stated, "Without a Prime to lead them, the Autobots haven't the slightest chance against, and even less once I release the Fallen over this pathetic planet. Now if you be so kind…" Starscream then lunged at Barricade and bellowed, "TAKE THE SHIP DOWN!"

* * *

Location: Seattle, Washington

An estimated 620,778+ humans populated the city of Seattle, a major coastal seaport. It was the largest city in the Pacific Northwest and the largest West Coast city north of San Francisco, California. Many of the populous often took to nicknaming Seattle the Emerald City. Its motto was _The City of Goodwill._ Like many of the populated city with the United States and in other cities around the world, Seattle had its fair share of historical monuments. The most notable of course was the Space Needle, a major landmark build during what the humans of Earth called the 1962 World's Fair. Naturally, people often flocked to the Space Needle because of its status as a tourist attraction.

Seattle had its fair share of sporting events, particularly the stadium known as Safeco Field. It was at this stadium the Seattle Mariners were currently in play against the visiting Toronto Blue Jays. The current score was 13-9 in favor of the hometown. The current batter for the Mariners just struck the ball from the pitcher for the Blue Jays, a loud crack echoing through the stadium. It wasn't a homerun but it was enough to get the batter bolting from one base to the next. The Seattle faithful went nuts for their home team.

A young child of 6 years or more rested in the arms of her father, a long time Mariners fan. He wore a Mariner jersey and baseball cap. She too wore a slightly smaller cap. It was quite cute. But her attention wasn't on the game. She was looking up toward the mostly cloudy sky. An unusual looking shadow loomed overhead above the cloud. Then there was a faint humming sound that grew louder ever so slightly. Every fan in the stands around the field, the players on the field and even the announcers in the booth heard the hum and collectively gazed up toward the sky.

The shadowy object darkened as it descended from the cloud until it was revealed to be a massive ship. A smile appeared on the young girl's face. She'd never seen anything like what she was witnessing. Her father on the other hand, didn't like what he was seeing.

"Daddy, what is that?" the girl asked.

"I wish I knew, sweetheart." The father answered. He really did wish he knew.

Then without warning, a streak of violet light jolted out from the ship. The light reached the farthest part of the stadium which upon impact, exploded in a massive fireball. Any people in the stand were likely incinerated in the blaze while all around the rest of the stadium, others scrambled to get clear. More blasts rained down from the ship, impacting the field itself and killing several of the players there. Then several objects came from out of the ship. They appeared to resemble aircraft, though most of them appeared more alien than anything. The lone exception was a single military-looking aircraft that fired down on the stadium and into the outside parking lot. Numerous parked cars were blown to bits by the F-22 Raptor and its flanking alien partners.

The Raptor, clearly Starcream, shouted out, "Decepticons: attack."

Elsewhere, a massive artillery vehicle was rumbling through the street. The Seattle Police were on hand to stop the monster before it suddenly opened fire on them. Several officers were killed instantly were the rest scattered. In another part of the city, several police cars were blown away by a huge Army tank and smaller military jeep. Making matters worse, a grayish military helicopter and a shuttle descended from above, blasting anything in sight. In a matter of moments, anything from parked vehicles to department stores to parks was burning. People were scattering through the street as the five military vehicles suddenly began changing shape.

More police officers flooded the street to try to hold off the invaders while trying to get citizens off the street. The five invaders began to merge into a hulking mass of metal, which began stamping away at anything that moved. The police continued to shoot at the beast but they really were making little progress against it. Then the beast let out a roar before unleashing a wall of flame on the hapless humans.

"Stupid humans! No one stops Bruticus."

The _Revenge_ was brought about to hovering near the Space Needle. Sentinel Prime, Prowl and Mindwipe descended from the warship to the top of the structure. The saucer section creaked slightly from the weight of the robots standing on it. Starscream made a flyby toward to the safety railing and eject Gregory Swafford from his cockpit. From there, Gregory saw the full extent of the Decepticon's assault on Seattle. Starscream assumed proto form and hovered in midair, marveling at the destruction he and the Decepticons had caused. Scourge, Misfire and Slugslinger were all performing bombing runs on the city. While Starscream had an evil grin on his face, Gregory wasn't so cheerful.

"What the hell are you doing, Starscream? This is too much." he shouted.

"This is a thing of beauty; a work of art." Starscream exclaimed gleefully.

"This is fucking insane." Gregory shouted.

Starscream lunged toward Gregory, forcing the human back against the glass of saucer section. "You're here at the moment as a courtesy to me. So unless you want to a one way trip down to ground level, you'll shut your mouth," Starscream turned to Mindwipe and said, "Mindwipe, take him back to the _Revenge_ and have he continue constructing the device with Soundwave."

"As you command, Lord Starscream." Mindwipe said and grabbed Gregory before flying back to the _Revenge._

"See that," Starscream said to Sentinel Prime and Prowl. "That is loyalty and I expect loyalty from all of my subjects, especially from you, Sentinel Prime."

"I'm not one of you subjects, Starscream. I am a Prime, and do not take orders from you." Sentinel Prime declared.

"Maybe not now, Sentinel, but when I release the Fallen and he imbues me with that precious Dark Energon, you won't have that choice," Starscream snarled while he was right in Sentinel's face. "In the meantime," he then said and handed the Matrix to Sentinel. "You can hold on to this."

Sentinel was wondering what sort of game Starscream was now playing as he reluctantly took the Matrix. He didn't attempt to place it into his chassis since it would likely reject him as its keeper. Starscream smirked wickedly before he assumed alt form and took off to rejoin the assault on the city. All the devastation he was witnessing; it reminded him of Cybertron. It reminded Sentinel of the type of devastation he himself had caused. It was a grim reminder of how far he'd fallen. But there was perhaps nothing he could do. All he could seemingly do was watch as the Decepticons continued their assault on the human city of Seattle. The occupation had begun.

* * *

Location: Autobot City

Hours after the Decepticon's initial attack, several of the Autobots and their human allies were watching a visual of the carnage brought down into Seattle. As they watched the image, Blur and Sandstorm appeared and Kup was the first to acknowledge them. "Blur, you find any sign of Hotrod? Anything at all?"

"We-didn't-find-anything-Kup. Not-a-word-not-exhaust-not-a-loose-tailpipe. Nothing-nothing-nothing." Blur chatted away.

"Yeah," Sandstorm concurred. "I mean, it's as if Hotrod doesn't want to be found. I' can't believe that's the same Autobot that convinced me to join up."

"We-can-keep-searching-until-the-space-slugs-worm-back-home. We'll-just-never-ever-ever-ever-find-him." Blur added.

"Easy, Blur." Arcee said.

Kup sighed in frustration and turned to Cerebros. "Cerebros, can you try tapping into his comm. kink and tracking his energon signature?"

"I keep trying to tap his comm. link but it's pretty obvious that he shut it off. And I can't track his energon signature, which means he must well out of range of the city's sensors." Cerebros explained.

"Yeah, that's pretty what I said, Cerebros." Sandstorm quipped.

"Hey, he don't wanna be found, I say let him rust out there." Rattletrap said.

"In case you didn't notice, Rattletrap, there's a human city under Decepticon control right now." Arcee said.

Rattletrap nonchalantly said, "So what?"

"Seriously," Arcee snapped. "The humans need our help."

"I didn't see them helping us out, cheerleader femmebot." Rattletrap snapped back.

"That's enough, both of you," Elita One shouted. "Look, one way or another, we've got to find some way to stop the Decepticons, rescue Ultra Magnus and get the Matrix. Cerebros, you keep trying to locate Hotrod through the systems."

"What're you going to do?" Sandstorm asked.

"I'm going to search for Hotrod the old fashioned way; with my optics." Elita said.

"Elita," Daniel suddenly called out. "This might be a long shot, but I think I've got an idea of where Hotrod might be. I'm going with you."

"You're not the only one." said Verity, to which Daniel crack a light smile.

"Let's go." Elita One.

Major Lennox and Marissa were the humans watching the chaos in Seattle, along with Jessica Morgan. Marissa suddenly received a call on his private comm. link. She recognized the caller's name and mused, "Oh shit!"

What's wrong?" Lennox asked.

Marissa stated much to her chagrin, "It's a call from General Morshower. Somehow, I doubt this is going to be good."

* * *

Author's note: This is where I end this chapter. I think it's safe to assume that the final battle is approaching with the Decepticons taking over Seattle, similar to how they took over Chicago in "Dark of the Moon."

I picked Seattle's Space Needle since it sort of had a very Cybertron-like feel to it.

I'm pretty sure that Starscream is well on his way to going mad with power, as always, while Sentinel is questioning himself further. Tell me please what you think.


	26. Knowing Is Half the Battle

Disclaimer: We're still not even close to the end of this story, but I for one am very happy with how it came so far. Next chapter is as the ball is preparing to drop, so enjoy.

2013, here we come!

* * *

Chapter XXVI

Location: Autobot City

In a separate comm. room from where they were before with the Autobots, Marissa and Lennox were speaking to a middle aged man on the screen. He was dressed in military garb with a receding grayish hairline. His name was General Morshower and he was speaking plainly to Marissa. _"It's not a matter debate, Director Fairborne. It's a lack of options."_ He told her in a gruff tone.

"General, sending troops into Seattle endangers not only them but any civilians still trapped within the city," Marissa stated. "We have no idea why the Decepticons attacked in the first place but they appear to be making the Space Needle their base of operations."

"Sir," Lennox spoke out. "Whatever the Decepticons are planning at the moment might have something to this so-called Fallen character."

"_Fallen?"_ Morshower repeated.

"The Fallen, according to the Autobots, is supposed to be some ancient being from which they originated. He was one of thirteen Primes," Marissa explained. "That was until he betrayed and murdered them."

"_And this Fallen; was he the original leader of the Decepticons?"_ Morshower asked out of mere curiosity.

"That's… hard to say, sir." Lennox answered.

"_Regardless, we have orders from the President of the United States to mobilize our airborne and naval forces on Seattle within the next 24 hours,"_ Marshower stated and then became slightly more open. _"It would help greatly however if the Autobots could provide assistance, maybe turn the tide against the Decepticons."_

Marissa and Lennox, William as she often thought of him, shared a similarly pain glance before Marissa reluctantly said, "General, the Autobots have been severely demoralized by a recent series of mishaps. They have no one to lead them and their Second-in-Command, Ultra Magnus, is currently a prisoner of the enemy."

Morshower sat back in the chair he was occupying and let out a sigh. _"Well then I'm sorry, Marissa. If we can't count on the Autobots, that means we're on our own. Our first responders will converge on Seattle at 0900 hours. That is all; Morshower out." _The screen cut out from there.

After an uncomfortable silence between them, Lennox said, "That could've gone better."

"Those soldiers are going to get slaughtered without Autobot support" Marissa gravely stated.

"That's why I hate politicians," Lennox quipped. "So now what? Wait a sec, what about your mother? She's part of that Special Ops military division, isn't she? You know; the once with that silent ninja guy?"

"They're all the way on the side of the world. Hate to say it but we can't count on them lending support anytime soon," Marissa said grimly. "The Autobots are the only hope those civilians in Seattle have, if they can get out of this funk."

"That's too bad; I was kind of hoping to meet that ninja." Lennox said.

"We get through this, and maybe you might get your chance." Marissa said.

* * *

The _Revenge_ was hovering in the skies above Seattle as the sun was setting in the horizon. Pillars of smoke and flame were rising from various points of the city, particularly from the charred remains of Safeco Field. On the city streets, Onslaught, Brawl and Swindle were on patrol shooting at anything that moved while Blast Off, Vortex, Scourge, Misfire and Slugslinger were on aerial patrol. Starscream, Prowl and Sentinel Prime were standing atop the saucer area of Space Needle taking in the view of the partial burning city. In fact, Starscream was sitting on the saucer, which creaked slightly under his weight.

Inside the _Revenge_, Gregory was hard at work contrasting the portal device. He wasn't acting alone nor was he acting by choice. Soundwave had deployed Ravage and Laserbeak to keep the human in line. Soundwave himself was on the bridge with Barricade while Mindwipe had taken over with helping the human scientist put the device together. All this to bring an omnipotent being into this dimension, Gregory mused. For once in his worthless life, he was starting to wish the Autobots would intervene. As he worked, Gregory looked around the laboratory where he was working for a way out. Laserbeak and Ravage would hunt him down like a dog if he tried to escape now. Even if he were able to get away, the ship was still airborne. It'd be suicide if he tried to jump from the ship. If he did that, there was very good change of Laserbeak swooping down to catch him.

"What are you waiting for, human," Mindwipe bellowed. "Do your work before Ravage makes a meal out of you."

"I am. I just can't bear to watch as you Decepticons raze Seattle like this," Gregory snapped at Mindwipe. "All those people down there, dying, and for what; the twisted ambitions of a psychopath?"

"In the event that you wish to join those poor flesh bags in the city, I'd be more than happy to toss you off this ship myself," Mindwipe snapped back. "Until such time as necessary, you will continue your work, human," Mindwipe stalked around Gregory and knelt down, looming over him. "You've seen what my telekinetic power can do other of my kind. What do you think would happen if I used them on you?"

Gregory didn't want to think about what would happen if Mindwipe followed through on his threat. But then something else occurred to him. "I'm pretty sure Starscream would object to you killing me here and now. Maybe he'd kill you in retaliation."

"Maybe he will kill us both but until then, I strongly suggest you finish your work, human." Mindwipe snapped.

"And I suggest you continue assisting me, machine." Gregory snapped back.

Mindwipe could only snarl in annoyance. _Damn you, Soundwave, for leaving me with this flesh bag._

While it was that Gregory and Mindwipe bickered aboard the _Revenge_, Starscream continued to observe the goings on around the city from atop the Space Needle. He did so with glee. But Sentinel Prime… he still felt like he was reliving the same sort of carnage he brought to Cybertron. The images of all his victims, their faces continued to haunt him as he watched the fires burn into the night. It was beautiful; it was a tragedy. There he stood doing nothing about it but watching. He looked over at Prowl. He appeared completely cool and aloof, his optics burning a violet shade. He was clearing under the thralls of the Fallen now, unlike Sentinel since he still retained his free will.

But what good was free will? Sentinel was by definition still serving the Fallen even though he wasn't in his thralls. Not completely anyway. Starscream on the other hand; he was in it for himself. He got what he wanted; command of the Decepticons. But Sentinel wondered if Starscream had the slightest idea of what the Fallen would if, when, he was freed. Sentinel wasn't sure if Starscream even cared at all. He seemed far more interested in watching this human city burn. His ambitions, Sentinel determined, had given way to madness.

Sentinel had acute audio sensors; he could hear explosions and the cracklings of great fires around the city. But he could also the screams of the human populous, slaughtered by the Decepticons for no reason. It was too much. Looking back at Prowl a second time, seeing that he wasn't budging, Sentinel decided to take steps. That meant literally as well as figuratively as Sentinel approached Starscream. But as he was approaching, Sentinel was suddenly doubling over in pain and holding his head. It was the Fallen again exerting his will and sapping Sentinel of his. Then everything around Sentinel became pitch black.

"_**You will not turn now, Sentinel. You will see that I am released or parish under my influence." **_The voice of the Fallen ringed in Sentinel's head.

"And, when you are released, I will parish regardless." Sentinel spat.

For a long moment, the Fallen was silent. Then he replied, _**"Yes you will, and vengeance against the Primes and their descendants will be mine for the taking. Then I will destroy this wretched planet."**_

"No," Sentinel finally shouted. "I won't allow you to destroy this world just to satisfy you lust for vengeance."

"You no longer have a choice, Sentinel Prime." The Fallen declared before Sentinel grasped his head in absolute pain.

Sentinel could feel the influence of the Fallen creeping into his mind like a space slug worming through the subsurface of Cybertron. Except, what Sentinel was experiencing was far more insidious; more painful. From their point of view, Starscream and Prowl looked on as Sentinel writhed in agony, no different from how Unicron once tortured Galvatron in the past. Prowl was stoic and unflinching while Starscream could barely contain the desire to break into hysterics at Sentinel's pain. Sentinel continued to writhe in pain, even slamming his fist into the metal of which the Space Needle was made. Then the pain subsided and Sentinel became still. He started to rise to his feet, head down. When he brought it up, his optics were the same glowing violet as Prowl; the same as the Fallen.

In the dark recesses of Sentinel's mind, the Fallen whispered, _**"I am the Fallen and this world is mine."**_

* * *

As the sun set in the distance and the first stars began to appear in the sky behind a few light clouds, there was stillness at an out of the way lake. It was only a few miles from Autobot City and very quiet with only a couple splashes from the fish swimming around. The crickets were sounding off in the stillness to let it be known of their presence. An owl called out somewhere in the darkness. A Full Moon was slowly rising into the sky to light up the lake. It shimmered in the Moon's lights. A light breeze passed of the lake, howling as it went along.

The fish, the crickets and even the elusive owl weren't the only presence by the lake. Hotrod lay on the grassy field beside the lake staring up at the sky as it filled with stars. In the past, long before he ever took up the leadership reigns, Hotrod always felt like he could come to the lake. He felt it would help to clear his thought and get away from the grind of the seemingly never-ending conflict with the Decepticons. He believed he come to this place and simply relax. Tonight seemed different; Hotrod didn't feel as relaxed as he was expecting. That was because he was thinking.

Hotrod had been thinking about that day two Earth years ago that he and Daniel were at the lake when that shuttle hijacked by the Decepticons was approaching Autobot City. He thought about how Optimus Prime gave his life to stop Megatron, because of him. Optimus died because Hotrod had to get involved and put himself in harm's way, because he had to try playing _Hero._

_You've got to let it go, Hotrod. _he thought to himself. He balled his hands into fist. Maybe it was his imagination, but Hotrod could swear he was hearing a voice in the light wind.

"_Hotrod… Hotrod..." _the voice said, and Hotrod looked down at his reflection in the water. He saw Optimus looking back at him.

"Op… Optimus," he said. "Optimus, I'm so sorry. I let you down, Optimus; I'm not the leader you were so long ago, not by a long shot. I never had the right to call myself a Prime." he noticed the reflection hadn't made a move, and Hotrod felt like a complete idiot for seemingly talking to himself.

Yet, he could still hear his name being spoken, and it sounded oddly like Optimus. _"Hotrod… Hotrod…"_ Then the voice lightened little by little until it wasn't Optimus Prime voice anymore. "Hotrod…?" came a decidedly female voice.

Hotrod turned around to see Elita One standing right behind him. "How'd you find me," Hotrod asked and then had his question answered when Daniel and Verity appeared behind Elita. "Of course!"

Elita vaguely ignored Hotrod's annoyance and looked out across the lake and beyond. "Daniel was right; this is a beautiful place. So clam and peaceful. You wouldn't even know there's a war on."

Hotrod cracked a small smirk before asking, "What're you doing here, Elita?"

"I was hoping I could talk you into coming back. The Decepticons have taken Seattle and they're planning something with the Matrix, something really bad." Elita explained.

"Get Magnus to come up with a plan." Hotrod said dismissively.

"Magnus is a prisoner of the 'Cons, who not only have him and the Matrix but Sentinel Prime as well," Elita paused for a moment, knowing the next thing she was about to say would shake Hotrod to his Spark. "Prowl handed the Matrix over to them."

"What?!"

"I swear to Primus, I'm not making this up," Elita said. "Prowl took and hadn't it over to the Cons, and he murdered Tempest while he did it. Ultra Magnus is their prison, Breakaway quit the Autobots, Prowl and Sentinel Prime betrayed all of us and the Decepticons have control of a human city," Elita paused again to let all of what she said sink into Hotrod. "We're, how do the humans put it… We're dead in the water right now. We need you to come back."

Hotrod looked at Elita, then to Daniel and Verity and took a step toward the edge of the water. He looked down at reflection and saw it no longer appeared to be Optimus but himself instead. He began to contemplate and take in all of what Elita One had told. By the sound if it, yes; the Autobots were in severely dire straits without someone to lead. His impulse should've been to jump in immediately, to offer his services and get back in the fight. It was the one thing that was expected of every Autobot who'd ever held the Prime mantle. Unfortunately, Hotrod was no Prime.

"I can't. I'm sorry." he said before he started to leave.

Elita watched him for a split second before snapping, "So, you're just going to walk away, is that it? You're going to tuck you tailpipe and drive off into the sunset while the rest of us are paralyzed by a lack of leadership," she spoke harshly enough for Hotrod to stop. "What Prime does that, huh? Optimus never walked away from his duty, not ever."

Hotrod spun around and shouted, "I am not Optimus."

"No, you're not, but you're turning your back on everything he ever fought and died for," Elita snapped. "What happened to you, Hotrod? What happened to Autobot who destroyed Unicron, or the Autobot who defeated the Quintessons," Elita approached Hotrod until they were face to face, and she touched his with hand. "What happened to the Autobot that I've come to love so deeply? What happened to him?"

Hotrod was taken aback by the last question to come from Elita. Did she say _love_? Did he just hear that from a female Autobot who, at one point, strongly despised? Elita stepped back to let Hotrod take in ever little bit of her words. "He's gone, Elita. He's gone and he's not coming back."

Elita nodded and solemnly said, "Yeah. Yeah, I know," As she started walking away, motioning Daniel and Verity to follow her. She stopped and said, "You still feel responsible for losing Optimus, I get it. But how can expect forgiveness when you can't even forgive yourself?"

Elita One assumed vehicle form. Daniel got on first with Verity following. As the engine revved up, Daniel looked back at Hotrod as he turned back toward the lake. The human wasn't sure what to say or if he even wanted to say anything. Hotrod was a beast friend and he had nothing to offer in the way making him feel better. Hotrod gazed back at the human that was his best friend, like the little brother he always wanted. Daniel sighed, revved the engine and took off rolling with Elita taking control. They were out of sight, leaving Hotrod alone once again to contemplate.

He wasn't expecting one of Elita One's comments, or confessions that she'd grown to deeply love him. He wasn't even sure when it happened. It was probably sometime after Optimus died or after they left Blackarachnia and the Predacons behind on the jungle planet. There was something else Elita told him; he was expecting to be forgiven for his actions, yet he couldn't even forgive himself. Hotrod wondered if Optimus Prime had in all his time as leader of the Autobots, ever faced the same problem. If he did, it must've been after a great many tragedies. Forgiving oneself was often the hardest part of moving on, and Hotrod was having a lot of trouble doing that. He wasn't sure if he could do it.

* * *

The following morning saw the Decepticons in full control of Seattle, but it also saw the United States Military converging on the city. The Air Force, Navy and even the National Guard were deployed to attempt to take back the city, which the Combaticons had quarantined from intruders. Out on the Pacific Ocean, two to three miles off the coast, several battleships, destroyers and an aircraft carrier were preparing for a massive counterattack. F/A 18 Hornets launched from the carrier while the destroyers leveled their primary and secondary guns on the still airborne and stationary warship. At the same time, a small series of Apache gunships approached from the east while several Abrams tanks rumbled across the land. Along with the Apaches was a pair of Blackhawk helicopters. It was an impressive show of artillery and human ingenuity.

Starscream wasn't impressed. "Foolish humans," he said and contacted Onslaught. "Onslaught, you and your teams focus on the human's ground vehicles."

"_Understood, Starscream." _Onslaught responded.

On the ground, the giant missile truck form of Onslaught was flanked by Brawl in his tank form. The Abrams tanks opened fire on the two Combaticons, shelling them on both side. Brawl rumbled to one side to avoid the shelling before returning fire on the humans. His shots missed, but it gave Onslaught an opportunity to fire on the tanks himself. Like Brawl, his first shots missed their mark, but the next round struck on the tanks dead on. The ill fated Abrams exploded in a flash of fire, pieces flung from the wreckage. The other Abrams tanks, two of them remaining, fired on Brawl first since he was arguably the toughest of the Combaticons.

It was at that moment that Swindle came roaring to the fray. He opened fire on the tanks with his mounted Gatling gun, distracting one of the tanks so it was focused on him. Onslaught focused on the tanks attacking Brawl. As Swindle was keeping his target occupied, Blast Off and Vortex came in to handing the Apache and Blackhawk helicopters. Vortex fired a missile at one of the Blackhawks and scored a direct hit, blowing that Blackhawk to pieces. Blast Off flew circles around the other Blackhawk, distracting it long enough for Vortex to blow it out of the sky.

The Apaches focused fire on Vortex when the F/A 18 Hornets arrived on the scene. They focused on Blast Off, firing their sidewinder missiles. Blast Off out flew the missiles, causing one to get shout out of the sky by Vortex. The other missile was caught by Vortex's whirlwind and spun out of control into the ground below. The Hornets focused on Blast Off and stayed on him, firing with their guns. Blast Off led them back toward the city skyline, where he suddenly started fly below the burning buildings there. One of the Hornets lost a wing as it tried to fly through, and it crashed down into the street. The other Hornet was able to make it through and follow Blast Off out of the city, where it was suddenly blown away by Scourge.

"Bulls eyes," he declared right before a salvo struck the building beside him. He looked back toward the human warship further out at sea. "Misfire and Slugslinger, with me."

Scourge assumed alt form and took off toward the fleet with Misfire and Slugslinger following him. The battleships and destroyer focus on the three Decepticons, firing their triple cannons and machine guns. Slugslinger flew down below the range of one the battleships, literally skimming the surface of the water. He was so close to the ship that he could count the rivets that held it together. As he flew passed, he pulled up and flew high before stalling briefly, letting himself fall. The he fired on the battleship, striking the triple cannon on the bow. Scourge finished it off with perfectly aimed laser shot.

Misfire was the one having slightly more difficulty with his target, a destroyer. Despite having an entire fleet to shoot, he just kept missing so badly that it was almost laughable. Misfire then did what Slugslinger did earlier, soaring over the water and passed the destroyer. Except, he flew closer to the destroyer and his wing left a massive gash that angled down below the water. Scourge fired another blast that widened the gash.

From atop the Space Needle, Starscream continued to thoroughly enjoy the conflicted when Mindwipe contacted him. _"Lord Starscream, the device is completed."_

"Excellent, Mindwipe," Starscream said. "Bring it to the top of the structure, and we can prepare for the Fallen's arrival."

* * *

_"The United States Military has been met with overwhelming force from the Decepticons, who had taken over control of the city of Seattle over 12 hours ago. The counterattack from the National Guard as well as the Air Force and Navy branches has thus far been ineffective in turning the tide. As the struggle continues, the question is being asked; Where are the Autobots?"_

"We've got to figure something out here. The Con's are just going keep razing the city until they release the Fallen," Override pointed out while she and others were watching the news feed on Teletraan II. "Then after that, we're pretty scrapped.

"Well, we could just let the 'Cons keep this mud ball for themselves," Rattletrap quipped. Everyone in the room was practically gawking at him. "What? What I say?"

"Leaving Earth to the Decepticons or the Fallen is not an option, Rattletrap," Arcee said. "Override's right; we need to come up with a plan."

Marissa was present with Chip and Jessica while Lennox was elsewhere within the city with the Wreckers. "I've spoken to my mother. She told that her Spec. Ops until is all the way in Europe on a mission. Even if they could make the trip, it would take hours form them to get here."

"And here I was hoping to meet this Duke lad," Kup said. "But if that's the case, then we're on our own."

Elita One was present with everyone, lamenting her failure with Hotrod. "I'm sorry, everyone," she said. "I tried to get through to Hotrod, Primus knows I did. He just wouldn't budge."

"It's okay, Elita," Arcee said. "You did the best you could, but I guess Hotrod's just too far gone."

Then a new voice sounded off, "Don't tell you're giving up that easily," There was Hotrod, leaning at the entranceway, arms crossed and a smirk on his face. "Someone's got to clean up this mess."

"Hotrod," Arcee called out and rushed to Hotrod, quickly throwing her arm around him. Then she struck him in the shoulder. "Where've you been?"

"Missed you too, Arcee," Hotrod said while rubbing his shoulder. He glanced briefly at Elita One, who looked away slightly with a smile. "So, what's the plan?"

"First of all, it's good to have you back, lad," Kup said. "Right now though, we were hoping you might have a plan of attack if at all."

"I've got a few ideas,' Hotrod said. "One of them involves getting Optimus back online. Any have any suggestions?"

There was a momentary silence in the room before Chip stepped forward, "Hotrod, there might be way to make it happen."

"You've got my attention, Chip," Hotrod said. "Let's hear it."

* * *

Author's note: I'm ending this chapter right now and picking it up next time.

Yes indeed; Hotrod is back in the game but is he ready to take the lead again? It took a while, but at least Hotrod seems to have come out of his funk thanks in part to Elita One, who apparently had developed feelings for him. Aww!

Oh, I threw a couple of G.I. Joe references in there for the hell of it. YO JOE!

The Military arrives and is getting whooped by the 'Cons, and Gregory may be finally realizing his folly. But it may be too late if the Fallen shows up.

Finally, the groundwork is being laid for the return of Optimus Prime. Be sure to throw in some feedback and I'll get back to it soon. Ya'll have a Happy New Year.


	27. The Return of Optimus Prime: Pt I

Disclaimer: Feels like we're getting close to the end, doesn't it? Well, we've still got a ways to go until then, so let's get it started.

No Transformers ownership here.

* * *

Chapter XXVII

Location: Autobot City

Chip worked the main console of Teletraan II, bringing up the schematic he'd shown Spike earlier of Optimus Prime's body. "Spike and I discussed the possibility of an energon transfer, as you can see in here in the screen. Eventually, Dr. Morgan and I were able to confirm that Optimus Prime was, well; he never really died at all."

Jessica Morgan stepped forward next to Chip. "While I'm sure Optimus appeared to have passed away on his deathbed, that wasn't the case at all. He'd entered a prolonged form of stasis lock, similar to what happens when a human being falls into a coma. Comas can last days, weeks and even months. In the case of Optimus, he's been, well, comatose for two years."

"This is all very fascinating, Chip," Hotrod said. "But we're a little pressed for time here. Maybe you can skip to the important part."

Chip should've expected this as he was dragging on. "Um, well anyway," he said and brought up the gauge beside the schematic. "I ran the simulations on Teletraan II. A high enough concentration of energon could theoretically reactivate Optimus Prime to full functionality. I took the liberty of sending the Sky Spy to scan for a potential vehicle form. Optimus will be new and improved _if_ this works."

"What do you mean, _if_ this works?" Kup asked.

"The energon transfer remains a prime dilemma," Jessica said and received looks from the group of Autobots and humans. She realized rather quickly and said, "No pun intended. Anyway, I ran the numbers over and over again and, unfortunately, there's not enough energon to fully revive him."

"How much would be needed to get him online?" Elita One asked.

"It would probably the full energon stores of, I don't know, half of the Autobots in this city," Chip said grimly. "Maybe even all of them."

"Cannibalize all our energon stores for one bot? Well, you can count me out." Rattletrap snapped out.

"I guess we can count you out of everything, is that it, Rattletrap?" Elita snapped back.

"Don't know 'bout all of you, but I'm all for giving up my energon if it brings back the big boss bot." Jazz declared, while Bumblebee gave his response in a positive chirping noise.

"I'll volunteer as well," said Silverbolt. "I owe Optimus for all he's done for me and my team."

Hotrod thought about giving up his energon as well, more than he'd have liked to admit. "No," he said. "We're shorthanded and outnumbered as it is. We'll be even more so if the Decepticons release the Fallen. Right now, we need every available Autobot we can spare," Hotrod looked to Elita and placed his hand over her shoulder. "I'm sorry, Elita."

Elita sighed, "I know."

After a long, awkward and uncomfortable silence, the booming voice of Metroplex sounded out, "Hotrod…"

"Metroplex…?" Hotrod replied.

"I am aware of your plight and of your intention to revive Optimus Prime, but you need not sacrifice the many to save one." Metroplex stated.

"In the end, we might not have a choice, my friend." Hotrod said.

"Then allow me to offer my energon," Metroplex said, surprisingly the Autobots in attendance. "Use it to bring Optimus back to the world he died to protect."

Chip was busy checking the energon stores within Metroplex, and his eyes widened at what he was seeing now. "Metroplex is right; has just the right concentration of energon we'd need to revive Optimus, but," Chip paused and swallowed. "It would ultimately result in Metroplex shutting down completely."

"Metroplex, you don't have to do this," Hotrod said. "We can find another way."

"With all due respect, Hotrod, it is not your choice to make," Metroplex responded. "If it means the survival of this world, than I will gladly sacrifice myself to revive Optimus Prime. And, I will do so without regret."

Hotrod gave some very serious thought to the offer from Metroplex. It was one of the many aspects he disliked about be a leader, but maybe that was the point. No one leader, no matter how brave they would be, would truly be capable of everything. Hotrod learned that the hard way on more than one occasion and he was equally sure that Optimus experience the same thing. He heard it once said that _the needs of the many outweigh the needs of few._ Plus, it was the choice of Metroplex, and what right did Hotrod have to deny Metroplex of his choice.

"Thank you, Metroplex," Hotrod said. "I swear to you, you're sacrifice won't be forgotten."

"Jessica and I will get everything set up for the operation." Chip said.

"Right," Hotrod replied. "Brainstorm and Wheeljack will assist in the operation. The rest of us will head to Seattle and try to push the Decepticons back," Hotrod turned to Jazz and Bumblebee. "You two go get the Wreckers; tell them to load up and prepared for battle. Kup, Elita, Silverbolt and Rattletrap, gather the rest of the Autobot and have them board Sky Lynx."

"_Cerebros to Hotrod; we have intruders at the front entrance of the city."_

Intruders at the front entrance? That seemed a little too brazen as far as Hotrod was concerned. Although, nothing really surprised him at this point, so Hotrod started out toward the front entrance. Sentinel Prime did the same thing before when he surrendered himself over. Hotrod was considering the possibility that Sentinel was commencing in a repeat performance, as well as thinking about blowing him away. It would be in retaliation for the loss of Springer and four of the Aerialbots. At the closed off entranceway, Hotrod deployed his arm mounted blaster before opening the doorway. He had one arm outstretched, ready to take the first shot. To his surprise, Hotrod saw Galvatron standing right in front him.

He was a mess, covered in the Earth soil and banged up like he'd just been in a war. Cyclonus and Sixshot were flanking each side of Glavatron. Cyclonus also looked a little worse for wear but he was still standing. Sixshot was uninjured. Hotrod noticed that Galvatron was missing his particle cannon. Too bad, but that didn't make Hotrod lower his guard. Sixshot brought his own gun to bear on Hotrod, but Galvatron surprisingly urged him to holster his weapon.

"You can put you guns away. We didn't come to fight," Galvatron said while examining Hotrod closely. "Interesting; you're shorted than I remember, Rodimus. Or, is it Hotrod now?"

"That's funny coming from you, Galvatron," Hotrod retorted. "You look like you've seen better cycles. And, you're short a few Decepticons."

"Those mutinous mechanisms chose to serve a revived Starscream. It's a very costly mistake none of them will live to regret," Galvatron. "That's the reason we're here."

Hotrod was still suspicious and he lowered his weapons very slowly. "I'm listening."

Galvatron smirked a bit and took a few steps forward, keeping Hotrod in view. Hotrod was doing the same. "Starscream has your Matrix, and he plans on unleashing the Fallen. When that happens, this world will suffer the fate as Cybertron. It might even be worse than Unicron's attack on Cybertron. I'm sure you remember that."

"Get to the point, Galvatron." Hotrod said.

"I've spoken to the Fallen on several occasions and in those chats, the subject of Dark Energon was brought up," Galvatron paused to let it sink in before going on. "Dark Energon is said to be an extension of Unicron capable of a verity of results, both beneficial and malevolent. Imagine the chaos."

Hotrod wasn't buying it. "Dark Energon? I bet the thought of it makes your Spark tingle."

"I won't lie; the thought of Dark Energon coursing through my circuits was enticing, but Starscream is power hungry. Ousting me from the Decepticons won't be enough for him; he wants the Dark Energon for himself and he'll do anything to get it," Galvatron explained. "The Fallen seeks vengeance against the Primes that imprisoned him and their descendants, which bodes poorly for everyone in the end. Hence, you're going to need some help."

Hotrod still wasn't convinced. "Maybe it doesn't bode well for the Autobots, but why should even consider a truce with you? How do I even know you won't turn on the Autobots the first chance you get?"

Galvatron was at the very least, vaguely amused when he stated, "Make no mistake; I don't intend to take orders from an adolescent Autobot. But the destruction of a whole planet does the Decepticons no favor. In short, it's in our interest to help each other."

Hotrod glanced at Sixshot and Cyclonus before looking back at Galvatron, who had a sly smirk on his face. "I have no reason to believe you or trust you, Galvatron."

"You have no reason to distrust or disbelieve me either, but your caution is understandable," Galvatron stated and took one final step to Hotrod, and they were face to face. "Make no mistake, Autobot; when this is over, I'll be the one to conquer this world. And, I'll be doing it my way."

Hotrod cracked a smirk. "Brutal honesty from a Decepticon? I guess there's a first for everything." Then Hotrod turned around and walked back into the city walls.

Sixshot brought his rifle to bear but Galvatron lowered it while Cyclonus said, "I don't fully understand the logic here, Galvatron. Why are we fighting alongside the Autobots?"

"There's no significant profit in the destruction of a planet that can be conquered, Cyclonus. Look at what nearly happened to Cybertron after Unicron's assault," Galvatron explained. "Besides; Earth is still worth conquering, and I am a conqueror."

* * *

It took a significant stretch of hours, but the Decepticons in Seattle handily defeated the human military response. The outskirts of the city were littered with the burning wrecks of the various military vehicles thanks to the coordinated efforts of the Combaticons. They didn't even have to combine in order to destroy their targets. Out on the coast, all but two vessels of the naval fleet was sunk or burning while sinking due to the aerial assault of the Scourge, Misfire and Slugslinger. Numerous humans that were on the ships drowned.

Such a loss of life hardly registered to Starscream, for he was more focused on the final installation of his portal device. He was having Mindwipe and Soundwave install it onto the antenna on top of the saucer portion of the Space Needle. Once done, Soundwave had Laserbeak fly Gregory into place to make the last minute adjustments to the device. He did so reluctantly and only because Starscream would probably have Laserbeak throw him from the Needle otherwise. Once the device checked out though, Gregory was even more reluctant to confirm it.

"I'm waiting here, Doctor Swafford." Starscream said.

"Is the device ready or not, human?" Mindwipe demanded.

Gregory was visibly cringing. "Yes," he said. "Your miniature Space Bridge device is fully operational. All it needs in a power source.

"Wonderful," Starscream said and turned to Sentinel Prime, who was still clutching the Matrix in his hands. "Sentinel, would you like to do the honor?"

Sentinel Prime, his optics still glowing in the violet hue that was associated with the Fallen, stepped forward toward the miniaturized Space Bridge with the Matrix in hand. When Sentinel was barely a step away from the device, he paused. He starting shaking intensely and dropped the Matrix before falling to his knees. Sentinel was fighting the Fallen's control of him. Gregory was watching this happen but wasn't sure what was really going on. All he saw was that Sentinel Prime appeared to be in excruciating pain. The three Decepticons, as well as Prowl, seemed unconcerned with what was happening. It appeared that Sentinel Prime was struggling against himself. He could hear the Fallen in his mind again.

"_**Do it, Sentinel. Release me from this limbo."**_

"No. I can't do it," Sentinel said as he grasped his head. "I won't."

"_**You can and you will." **_

Sentinel held his head while he was shaking before he suddenly stopped. His optics continued to glow violet as he rose to his feet and took hold of the Matrix. Without the Decepticons watching, Starscream displaying a particular glee, Sentinel placed the Matrix in a chamber within the device. The Matrix began pulsing almost instantly but slowly at first. Starscream took a step forward to get a good look at the relic. The blue hue disgusted him, but assuming the Fallen would follow through with his promise of Dark Energon, Starscream could tolerate it.

"Now, all we need to do is wait." He said and then turned to Gregory.

* * *

On the outskirts well out of visual range of the Decepticon's vision, the Autobots had gathered several miles away using an outcropped hillside as cover. Hotrod could see the device atop of the Space Needle with Starscream and company. Sentinel and Prowl were standing stoically over the device. Hotrod had caught Sentinel bizarre spasm prior to his placing the Matrix into the device. As strange as it seemed, it may be that Sentinel was trying to fight back against the Fallen, and the Fallen was having none of it. That might've been the opportunity Hotrod was hoping for. At least he wasn't alone with the Autobots behind him. Hotrod took notice of the _Revenge_ still hovering above the city, just waiting to blast anything in sight into cinders. That warship was going to be a problem.

Hotrod hutched back to where his teammates were bunkering down. Sky Lynx was the Autobot having the most difficulty hiding, so he had to separate into his two components. "How much longer until we can go on the offensive, Hotrod? I'm getting rather anxious."

"We need a plan to take out that warship first, Sky Lynx," Hotrod explained. "Its armor and weapons will be too much of a problem, so we need to take it from the inside. That's why we brought you, Rattletrap."

"Oh sure, send me into the cyber lion's den." Rattletrap snapped.

"We could always send you running into a maze." Override quipped.

Rattletrap was about to tell Override off when Hotrod said, "Listen up, Rattletrap; Sky Lynx is going drop you off on the warship. Silverbolt and Sandstorm will provide air support," Hotrod had Override hand Rattletrap a small explosive device. "Once you find a way inside, you plant this demo charge and get gone fast."

"Story of my life." Rattletrap quipped.

"What about Ultra Magnus, "Arcee asked. "I don't see in anywhere in the city. He might be on the ship."

"Agreed. Okay Arcee, you go in with Rattletrap and try to find Magnus, but you get you get the frak out of there once Rattletrap plants the charge; even if that means leaving Magnus behind." Hotrod said and immediately felt guilty with his words. But he knew it was what Magnus would want if things went sideways.

"What about us, Hotrod?" Drift asked. He and his Wreckers were gathered and ready to fight.

"Drift, I'm going to need you and your team to hold off the Combaticons. If you can keep them from combining, all the better. If not," Hotrod paused for a moment before finishing. "Tear them down at any cost."

"Works for me." Depth Charge said.

"The rest of us will have to rely on the Element of Surprise, so I'm going in alone first so I can call out Sentinel Prime." Hotrod said and stood up. "Everyone else wait for my signal to begin the assault."

"Hotrod, wait," Elita One said. "Galvatron; he's way too much of a wild card in all this. Can we trust him?"

"Nope," Hotrod said while he was gazing at the city. "But it's not like we've got a choice," Hotrod grew silent, contemplated and came to realize something. He realized that not everyone was going to make it out of this coming battle, maybe not even him. He turned to address the Autobots, his friends, and he solemnly stated, "I won't lie to any of you; there's a good chance some of us won't be coming back. I haven't always been the best leader, but I'm proud to have had the opportunity."

Kup stepped forward, putting a hand on Hotrod's shoulder. "I told this once already when you took up the reigns; I always knew you had the potential to be a great leader. If this is our last push, our last fight, I'm proud to fight alongside you. Til all are one."

Hotrod clasped his hand over Kup and said, "Til all are one."

* * *

In Autobot City, Wheeljack, Brainstorm, Chip and Jessica were hard at work with the procedure that would, hopefully, bring Optimus Prime back full functionality. Even with Metroplex volunteering to sacrifice his energon store, which was a massive amount, it was still a long shot. It was the only shot; the other alternative was for half of the other Autobots to give up their stores. There was no real guarantee that the transfer would succeed. It was 50/50 at best, so either Optimus would be revived or Metroplex too would be offline. So as far as Chip was concerned, failure was not an option.

Optimus Prime was still lying on the table, still littered with damage points on every ounce of his body. Brainstorm set a large cable into his chassis. Wheeljack had set a few other cables around the upper body. Cerebros entered the infirmary with Spike and Carly. The sight Optimus still comatose was harrowing even though there was a chance he'd be vertical and fighting. Cerebros glanced at the monitor that displayed lifelines across the board. A hologram of Optimus Prime's body appeared with detailed descriptions of the damaged areas. While he wasn't much of a fighter, Cerebros was hoping that the procedure would work. But he knew that Metroplex would shut down regardless.

"Okay," Wheeljack said out loud and brought Cerebros from his trance. "I have green across the board. Readouts look solid."

"All the connections are in place. Energon transference should go ahead with optimal efficiency," Brainstorm added. "It should, hopefully, go without a hitch."

"Wait," Cerebros said and looked up at the monitor. He knew Metroplex was watching this. "Metroplex, are you sure you wish to go through with this?"

"I am most certain of my decision, Cerebros," Metroplex replied. "It is for the best of this world on which we reside."

"It's not too late, my friend," Cerebros pleaded. "There's no guarantee that you even have enough energon to revive Optimus."

"This is my choice." Metroplex said.

"I know it hurts, Cerebros," Wheeljack said. "But Metroplex is right; it's is choice. We should respect."

"I know." Cerebros said.

Brainstorm heard it all and felt for Cerebros, since he and Metroplex had become close friends. But it was time. "Are you ready, Metroplex? It's now or never."

"I am ready," Metroplex replied. "Make it so Optimus Prime lives again. Til all are one."

Cerebros silently replied, "Til all are one, my friend."

Spike and Carly were relatively silent before Spike asked, "You ever thought you'd see something like this?"

"We've seen a lot, Spike," Carly replied before she looked around. Something was wrong. "Spike, where're Daniel and Verity?"

Spike looked around and like Carly, but he saw no sign of the kids. He'd sworn they were with him and Carly while Marissa and Major Lennox had gone to Seattle with the Autobots. Then it suddenly dawned on Spike that Daniel and Verity might've snuck off with them. Spike bolted out of the infirmary with Carly close behind him. Neither of them caught the image on the monitor of a large vehicle resembling a long nose semi. It was likely the resultant scan of the Sky Spy for Optimus Prime, assuming the procedure worked. It had to work; Optimus Prime was needed no more than ever.

To Be Continued…

* * *

Author's note: I figured I'd better play it safe by separating the final few chapters in to segments. It seemed appropriate since the chapter will focus on the return of Optimus Prime. Speaking of which, Metroplex sacrificing himself to revive Optimus is directly inspired from Transformers: Fall of Cybertron.

I mentioned several chapters earlier that the final battle would take some inspiration from _Marvel's The Avengers. _The miniature Space Bridge was itself inspired by the device seen in the movie, with the Matrix acting in place of the Tesseract (or Cosmic Cube if you like)

It appears to be a suicide mission for the Autobots, since Hotrod doesn't expect many will survive. Galvatron could be the wild card. And, Sentinel appears to be struggling against the manipulations of the Fallen. That moment was inspired by the Quintesson's manipulation of Optimus in "Dark Awakening". Anyway, give me a heads-up and tell me what you think. Chao.


	28. The Return of Optimus Prime: Pt II

Disclaimer: It's getting down to crunch time as we're nearing the epic conclusion of this story, so let's get right into it, shall we?

Again, no Transformers ownership here.

* * *

Chapter XXVIII

Location: Seattle, Washington

The miniature Space Bridge pulsated in a brilliant blue hue with the Matrix acting as its power source. The pulse itself seemed to be increasing at a steady rate. Starscream was wishing it would go faster since he wanted to taste that Dark Energon the Fallen promised him. He wanted to feel it course through his circuits like he was a common human drug addict. But he had to wait for the device to finish cycling through its pulses. It didn't help that his closest compatriots, Soundwave and Mindwipe, stood stoically and waited patiently for the device to reach full power. Sentinel Prime and Prowl stood equally stoic, and Starscream wondered how it was even remotely possible for them to do so.

"How much longer does this infernal machine need?" he finally snapped.

I'm certain it won't much longer, Starscream. Perhaps you should be a little more patient in that allotted time." Mindwipe stated.

"Every nanosecond I wait, the promise of Dark Energon grows fainter, Mindwipe, and you know it's not in my nature to be patient." Starscream snapped again.

"Scans indicate that the Space Bridge portal device will reach maximum power and range within 7.54 cycles and counting," Soundwave stated. "Further preliminary scans indicate the portal will expand to a diameter of 14.09, roughly a quarter of the length of this city."

"That's incredible, Soundwave, but no what I'd call useful information," Starscream bellowed before he noticed Gregory attempting to get away from him. "Where're you going, human?"

"I did what you wanted; I'm no use to you anymore." Gregory shouted, and then he regretted it.

"Good point," Starscream agreed before grabbing the hapless human in his grip. He dangled Gregory over the edge of the saucer by his leg. "Since you are in fact of no further use to the Decepticon cause, you won't really mind if I drop you from this structure here and now."

"Starscream…"

"What is it now, Mindwipe? I'm busy." Starscream bellowed once again.

"You won't believe this, but there's an Autobot rolling toward us," Mindwipe was looking down toward the street that led up from the city to the Space Needle. He saw a single red and orange futuristic car driving towards the structure before it stopped and transformed. "Hmm, looks like he's alone; I saw no other Autobots. I'll deal with him."

"Wait," said Sentinel Prime as he pushed passed Mindwipe. "I know that Autobot."

Down below on the street leading toward the Space Needle, Hotrod was gazing up at the top of the structure. He saw the unmistakable image of Sentinel Prime standing beside Mindwipe. Soundwave was standing behind them with that traitorous Prowl. The other Decepticon Hotrod didn't immediately recognize but he assumed it was Starscream in a new and improved form. He was holding a single human hostage, and comically upside down. But Hotrod wasn't there for Starscream; he was there to take back the Matrix, even if it meant having to go through Sentinel Prime. That appeared to be the case as Sentinel was looking down on Hotrod while he was looking up at Sentinel.

"SENTINEL PRIME," he called out. "GET YOU DIE-CAST METAL CARCASS DOWN HERE."

Prowl stepped forward next to Sentinel and looked down in disgust at Hotrod. "That little punk never learns. I'll take care of him."

"No, I'll handle this." Sentinel exclaimed as it appeared that the Fallen wasn't controlling him at the moment.

"GET DOWN HERE, SENTINEL!"

Sentinel Prime took a single step closer to the edge of the saucer where he looked straight down toward the ground. Hotrod was standing several feet away, waiting for him. Sentinel couldn't make heads or tails of this single young Autobot, but there was absolutely no way in the Pit that he came alone. Sentinel surmised that the other Autobots were somewhere in the city, waiting to strike at a moment's notice. A clever strategy, Sentinel thought, but it wouldn't do them any good when and if the Fallen arrived.

Taking a step off the saucer, Sentinel leapt down from high above the street and let a pair of small created where his feet landed. Hotrod didn't budge when Sentinel landed, but he deployed his arm blades just the same. Sentinel saw this and cocked his head to the side before deploying his sword. This was going to get ugly.

"Well, well… you've certainly changed since we last met, Rodimus," Sentinel said while trying to keep professional, if that were possible. "Should I even still be addressing you as such after you lost the Matrix?"

"You'd be surprised how liberating it is to not have to be in charge," Hotrod stated. "That said, I'm going to need the Matrix back if you don't mind."

Sentinel huffed as he slowly paced side to side. "It's not as simple as that. In a matter of moments, a portal will open above this city and the Fallen will arrive. Starscream thinks the Fallen will follow through with his promise of Dark Energon, but I know better," Sentinel gazed up at the top of the Space Needle where Starscream was standing. "I've seen the true nature of Dark Energon with my own optics, and the Fallen will not discriminate. The only way to survive is to serve the Fallen."

"Is that right?" Hotrod said.

"Standing against the Fallen guarantees the destruction of this planet. Everything you know and love, everyone you've ever met will be annihilated," Sentinel claimed. "My way is the only chance anyone has to survive."

Listening to the claims of Sentinel about the Fallen, Hotrod wasn't remotely sure if the rogue Prime was trying to convince him or himself. It was odd though; Sentinel sounded sincere. It wasn't impossible that deep down in his core, Sentinel regretted his actions in the Great War and on Earth. But Hotrod was aware that it wasn't too late for redemption. Sentinel had given up, just as Hotrod did. The difference was that Hotrod was willing to redeem himself, while Sentinel chose to serve the Fallen and save himself. It might have seemed like the coward's way out, but Hotrod made a decision. He took only one step forward, keeping his arm blades deployed. Sentinel gazed back at him and squeezed the hilt of his sword.

"It doesn't have to be like this, Sentinel. We can stop the Fallen, together." Hotrod stated with utmost sincerity.

"So lost, you are, Hotrod," Sentinel claimed. "You might've destroyed Unicron and defeated the Quintessons, but the Fallen is an entirely different matter. He was one of the Thirteen Original Primes."

"You're _still_ a Prime," Hotrod declared. "You're still capable of fighting the Fallen. With your help, we can stop him."

Sentinel sensed a sudden air of confidence in Hotrod that made him think… yes, there was a way. "You… may be right. Maybe there's still a chance to…" Then Sentinel grasped his head while he began to appear in excruciating agony.

"Sentinel…" Hotrod said.

Sentinel Prime dropped to his knees and was seen by Hotrod to be trembling. Hotrod rushed to Sentinel, kneeling beside him and grabbing his shoulders. Then he felt Sentinel's hand around his neck. _**"Sentinel Prime belongs to me, Autobot," **_It was clearly the Fallen speaking again as he made Sentinel hoist Hotrod off his feet. _**"So too shall this pathetic planet, and then the entire universe."**_

"I don't think so," Hotrod said and then blasted Sentinel back. Sentinel careened into the base of the Space Needle with a heavy sounding clang. Then as loudly as he could, Hotrod shouted out, "AUTOBOTS: ATTACK."

Seemingly out of nowhere and catching the Decepticons off guard, Sky Lynx emerged from the sky in shuttle form. His transport module opened and the Autobots, nearly half the full force, left the module while Sky Lynx was airborne. They immediately opened fire on the Decepticon's atop the Space Needle before flanking to either side. Kup and Elita One flanked left and fired first on Soundwave and Mindwipe, while Blur, Override and Chromedome flanked right and fired on Starscream. Sentinel Prime, still possessed by the Fallen, drew his sword and charged Hotrod head on. Hotrod, knowing he wouldn't be able to match Sentinel for long, transformed and back up. Sentinel's first errant overhead slash cut the ground on which Hotrod stood moments ago.

On the outskirts near the city, the Combaticons noticed laser fire jolting about. Just as the group was about to engage, they were suddenly engaged by the Wreckers. Drift and Roulette raced in and drove circles around Onslaught and Brawl. Brawl fired at the duo but they were moving too fast for him to strike. The distraction allowed Bulkhead to rush Brawl and clobber him with his mace. Onslaught attempted to surprise Bulkhead but Drift assumed proto form and tackled the Combaticon leader to the ground.

Swindle was making his move from behind on Roulette before his was fired on from above by Stratosphere. Depth Charge, who was riding on top of Stratosphere, jumped into the fray with sword and shield. Just like that, Swindle completely backpedaled away from Depth Charge. Before the naval infantry Wrecker could close in on his prey, Vortex and Blast Off intervened from up high but they in turn were accosted by Airazor.

Back in the city above the ruined Safeco Field, Sky Lynx flew toward the Revenge with Silverbolt and Sandstorm providing air support. Sky Lynx hovered above the hull of the warship and opened his module again, allowing Arcee and Rattletrap to disembark. Arcee quickly blasted a hole into the hull and had Rattletrap enter first before following him inside. As soon as the two Autobots were in the warship, Sky Lynx returned to the main battle with Silverbolt and Sandstorm. Arcee and Rattletrap armed up.

"Okay, Rattletrap, you know the plan," she said. "You head to the main engine room and plant that demo charge. I'll go try to find and rescue Ultra Magnus."

"What'd you want us to do?" a female voice suddenly asked.

Arcee couldn't believe what she just heard and without turning around, said, "Rattletrap, please tell you didn't bring the kids." Then she turned and found Verity and Daniel climbing out of Rattletrap's chassis.

"They snuck into my joints, and now I feel all dirty with human stink all over me. It's frakkin' disgusting, I tell ya!" Rattletrap claimed.

"You're not that glamorous either, Trappie." Verity snapped.

"Trappie?!"

Daniel reached the floor and looked up at a very incredulous Arcee. "Before you start, Arcee... it was her idea." Daniel said and pointed at Verity.

"You didn't have to come along, you know." Verity snapped.

"Someone had to keep you out of trouble." Daniel snapped back.

"Oh, for the love of Primus! Rattletrap, just get that charge into the engine room and then bail," Arcee said and then turned to Daniel and Verity. "You two stay close to me, and I mean really stay close."

While Arcee and Rattletrap separated in the Revenge, Sky Lynx assumed his bestial proto form started fighting off Scourge, Misfire and Slugslinger. Silverbolt and Sandstorm were on hand to provide support for the giant Autobot. Atop the Space Needle, Starscream was gleefully watching the chaos unfold among the Autobots and Decepticons. Behind him, the Space Bridge was continuing to charge up. The pulses were increasing. In moments, the device would open a portal and the Fallen would arrive.

In the meantime, Starscream figured he might as well scrap a few Autobots while he waited. Below him, he saw that annoying Autobot trying to take the fight to Sentinel Prime. He was good start. Before Starscream could join the fray, however, a stray shot from above halted him. The shot came from the alternate form of Galvatron, who quickly assume proto form and hovered overhead.

"Starscream…!" he bellowed out loud.

"Galvatron," Starscream responded. "Is there ever going to be a time when you will just stay dead?"

Galvatron drew his sword and demanded, "Turn off the machine or I'll destroy it."

"You can try, but you will fail." Starscream declared and fired a shot from his Null Ray.

Galvatron dodged to the side and let the beam pass by him before jolting toward Starscream. Starscream did the same thing and they collided in midair. From there, they resumed their struggle in a series of missed strikes and blows. Starscream, being the faster of the two, flew around and fired several Null Ray shots. Galvatron, even without his particle cannon, was more than able to fight back. He used the blade of his sword to deflect the beam as they came, even literally cutting one beam in half. Starscream fired another blast than caught Galvatron in the shoulder but that hardly slowed him down. Galvatron recovered and charged at Starscream again.

From atop the saucer of the Needle, Prowl, Mindwipe and Soundwave were watching the battle between the Galvatron and Starscream. Mindwipe was about to intervene before Cyclonus appeared and took several shots at him, forcing him and Soundwave to retreat. Only Prowl remained as he looked down at the continuing faceoff between Hotrod and Sentinel Prime. He could tell that Hotrod was trying his best to fight off the relentless assault of the rogue Prime. Prowl was considering joining in to put Hotrod out of commission, but he was going to let Sentinel handle it. A wave of blue energy spewed from the device and got Prowl attention. It was almost time; the Fallen was going to arrive soon, and he was going to bring something with him that no one would see coming.

* * *

"Power levels are at maximum. My board is green and we're set to go." Brainstorm exclaimed while looking back at the table that had Optimus Prime resting on it.

Cerebros was at another monitor checking similar readouts with both Jessica and Chip. "The selection process has been completed. Once this energon transference begins, self-repair and reactivation of all vitals systems should take effect. I hope."

"What do you mean, you hope," Jessica asked, and then she looked at Cerebros incredulously. "Cerebros, have you ever even attempted this?"

"I'm a communication officer, not a doctor. This is the kind of thing for Wheeljack to handle, and he just took Spike and Carly to get the children out of danger in the city," Cerebros snapped. "To be frank, no, I've never done this before."

"Calm down, Cerebros. You're doing fine," Chip said. "Brainstorm, how're we doing?"

All systems go on my end. It's now or never." Brainstorm said.

Cerebros muttered to himself, "Goodbye, Metroplex."

Without hesitation, Brainstorm and Cerebros collectively pulled a two power levers at the same time. There was a low hum that seemed to come from everywhere in Autobot City, during which time Metroplex slowly faded away into non-functionality. His various systems began to shut down one by one and his booming voice softened to near muteness. Then he was gone. Instantaneously, the large cables that connected from the exposed circuitry in the wall to Optimus Prime's body began to glow a brilliant blue. Then there were the randomizing spark of electrical currents jolted about from the walls, across the cables and into Optimus. It was odd that Chip felt the urge to quote Dr. Frankenstein, but this was hardly the time or place to do that.

A continuation of electricity jolted across the cables into the body, bathing the infirmary in a blue light that went on and off at a frantic rate. On a monitor nearby, the energon transference gauge for Metroplex steadily dropped while the gauge for Optimus climbed. It was a gradual transfer from one point to another and seemed to be taking longer than expected. More and more of the electrically lightshow filled the infirmary, at times frightening the occupants. Cerebros and Brainstorm remained at their stations monitoring the proceedings.

Then the currents intensified almost to a point going out of control. At times, the currents jolted from the cables to a random part of the infirmary. But Cerebros and Brainstorm stayed at the monitors while protecting Chip and Jessica from the jolts. At the same time, something was happening to the body. No one could get a clear view but it appeared that the many wounds were slowly and steadily repairing themselves. The steel of the body, no one could really tell from all the electricity going around the infirmary, appeared to be shifting or reshaping itself. More and more electrical currents jolted through the infirmary, making for an increasingly dangerous situation.

"It's too much," Cerebros shouted. "We need to shut it down."

"No," Brainstorm shouted while checking the transfer gauge. "We're almost there; just a little longer."

The procedure continued amid the increasingly chaotic scene. The body continued to reshape itself, repairing every wound that Optimus suffered before he went offline. His body suddenly began to convulse, jolts of electricity shooting from his steel frame. His arms though seemingly still limp, lifted off the table into the air and fell back down. His head jolted back and forth while repairing itself, during which the optics began to flicker. Brainstorm checked the transfer gauge for Optimus and saw that it was completely filled to the top. He waited for a barely minute longer. He wanted to be as sure as possible that everything was right. At the nudging of Cerebros though, Brainstorm eventually shut down the procedure. The electrical currents ceases, the machinery went silent and dark and the cables going from the walls to the table became gray as ash.

Cerebros and Brainstorm moved to allow Chip and Jessica to emerge from hiding. "Did it work?" Jessica asked and looked at the table. A hazy plume of smoke billowed from it vaguely concealing the body.

"I'm not sure." Chip muttered.

Brainstorm checked the life signs on the monitor. Nothing showed; not even a blip. Cerebros checked the life signs and it was just as he feared. The procedure didn't work and the Autobots now lost both Optimus and Metroplex. Chip and Jessica exhaled in frustration with Jessica even kicking the machine. As the group began to contemplate their next move, one of the life lines beeped a low blip. It drew Brainstorm's attention for a brief moment but he thought nothing of. Another blip made Brainstorm check the monitor. Cerebros was already doing the same thing. Another blip appeared then another blip and another. Below that first life line, a second one began to blip and then the third and fourth ones followed.

Behind the group, the body began to move ever so slightly. The hand and forearm twitch and started rotating slightly and the fingers flexed. The legs twitched about on the table followed by the torso. The head barely made a move but the optics were flickering on and off repeatedly. Then they illuminated in a bright blue hue. The right hand clenched into a fist and the left leg bent up to the knee. It was by that time that Cerebros and Brainstorm noticed a loud scraping sound coming from the table, followed by a looming shadow that appeared from behind them. When they turned around along with Chip and Jessica, the shadow was gone; and Optimus Prime was longer on the table. Chip turned back around to see the image from the Sky Spy earlier of the long nose semi vehicle. Below it read, SCAN COMPLETE.

* * *

In Seattle, the sky became littered with laser fire as Sky Lynx, Silverbolt and Sandstorm were engaged in dogfight with Scourge, Misfire and Slugslinger. At the same time, Galvatron and Starscream were locked an aerial duel and had forgone the dogfight premise. They elected to settle it face to face. It was the same for Cyclonus and Mindwipe while Soundwave retreated back to the Revenge. Atop the Space Needle, only Prowl and the Space Bridge remained. The Space Bridge was entering the final stages and would likely fire in moments. Prowl could wait a little longer.

On the ground, the Wreckers were taking the fight to the Combaticons and thus far keeping them from combining. Sixshot arrived out of nowhere to surprisingly lend his assistance to the Autobot Commandos. Hotrod was struggling to combat Sentinel Prime even with the assistance of Kup, Elita One, Override, Blur and Chromedome. Sentinel Prime was repeatedly fighting them off and holding his own just like he did in the Great War, showing that he hadn't lost his warrior's spirit. His resolve was seemingly strengthened by the Fallen's influence. One by one, he beat back the Autobots before refocusing solely on Hotrod. Hotrod continued to fight on even as he knew he was overmatched even with his comrades.

He blocked an overhead slash from Sentinel, who brought his face to Hotrod's. "Why do you continue to fight? The Fallen will destroy all you hold dear if you continue this useless struggle."

"You may be right, but I rather die fighting then surrender to the Fallen, just like you," Hotrod countered and pushed on Sentinel with every ounce of his being. "My teammates, my friends… my brothers and sisters; not a single one of them will ever surrender to the Fallen. If we die today, we die fighting for this planet and for Cybertron."

Sentinel collapse to his knees holding his head before quickly recovering with the violet optics. He said in the Fallen's voice, _**"So be it!" **_

With a quick swipe of his sword, Sentinel Prime, or the Fallen controlling Sentinel Prime pushed Hotrod back and sent him tumbling into the ground. Hotrod recovered quickly and held his arm blades out to either side, ready for the next attack. Before he could make his move, a loud booming noise sounded from atop the Space Needle. The miniature Space Bridge device completed it cycling process and then fired a beam of blue light straight into the sky. The action all over the city and out of it came to a halt between the Autobots and the Decepticons as they gazed up at the beam. Then the beam seemed to literally cut a hole into the sky. A swirling cloud began forming in the sky like the eye of a hurricane, but all that could be seen within the portal was darkness.

Of the many that were witnessing it, Starscream had a sick smile creeping onto his face. This was that great moment he'd waiting for since his revival; the Fallen was coming and he was bring the Dark Energon with him. But instead of the Fallen or the Dark Energon emerging from the portal, a single figure descended from above at breakneck speed and was heading directly where Hotrod, Sentinel and the rest of the Autobots were standing. It passed the top of Space Needle, too fast for Gregory or Prowl to clearly make it out.

The object eventually struck the ground and created a crater no more than several feet wide. As the smoke cleared, Hotrod tried to get a look at the figure. It was large and covered in a glowing violet hue but surprisingly composed of the same metal of which any normal Transformer was composed. Hotrod took another step but kept his arm blades deployed. There was something very familiar about this figure but as soon as Hotrod got closer, the figure raised its head. It was grotesque misshapen with not only the violet hue coming out of it optics but also its mouth. Hotrod was started and fell back but recognized the creature to be... it couldn't be...

"Ironhide?"

The creature seemed to resemble the late Ironhide with the traces of red steel, but it was corrupted by the sickening violet glow. Then more of these things descended from the portal above the city, and they resembled the deceased Ratchet, Skids and surprising, even the deceased Decepticon Skyquake. What did the Fallen do to them? From out of the portal came entire legions of deceased Transformers, some recognizable and other not so much. They just poured out from the portal like a torrential rainfall. They spread out all over Seattle and started shooting violet beams of energy. Explosions came about as a direct result of the sudden attack by these things, these…Darkened Transformers that resembled the many deceased Autobots and Decepticons from the Great War and maybe.

Some of them were even flying, most of them resembling the dead Seekers such as Thundercracker and Skywarp and others resembling the dead Aerialbots. On the ground, hundreds of humans were running for their lives from the Darkened abominations that were once the Protectobots or the Stunticons. They were attacking and killing anything that moved within their sights. These Darkened were seemingly appearing everywhere in the city with no signs of slowing down.

On the ground, Hotrod and his companions were surrounded by the Darkened with Sentinel Prime standing before them. "Sweet Primus All Mighty," Kup said and stared at his former friend. "Sentinel, what've you done?"

The violet hue in Sentinel's optics faded back to their normal blue hue. "I'm sorry, Kup. I have… no choice," Sentinel convulsed again and his optics switched back to the violet hue. _**"This is the true power of Dark Energon. I am the Fallen, and this planet is mine."**_

* * *

A single large vehicle resembling a Peterbilt 386 semi-trailer was barreling down the dirt road of the Oregon Mountains. It was a massive beast on wheels with a shining red color, silver and blue and a long nose that made it seem like it was King of the Road. The grill rumbled as the great vehicle roared on while the long smoke stacks on each side billowed out plumes of smoke. At the top of the grill, front and center, was a single and very familiar looking insignia. Whatever this giant was, it was headed straight for the besieged city of Seattle and right into the thick of an ever-escalating conflict. As fast and as hard as it was going down that road, no force in the universe could stop it.

To Be Continued…

* * *

Author's note: I think the Transformers might be in some serious trouble. I also think helps on the way, hopefully.

Say hello to the Darkened, the many thousand dead Transformers all in fused with Dark Energon. Expect to see some old, misshapen faces. This was naturally inspired by the same premise in Transformers: Prime. I took to calling them _Darkened_ instead of the term Terrocons since I didn't want there to be any confusion between these and the G1 version. The Darkened term is itself derived from Transformers: Exodus.

The invasion since was inspired, (you might've guessed by now) by that kickass scene from Marvel's The Avengers. As for that big semi-trailer at the end… will you might want to keeping reading and sending feedback.


	29. The Return Of Optimus Prime: Pt III

Disclaimer: In terms of milestones, Transformers: Return of the Primes hit at least two of them with 110 thousand words, making it the longest to date of my projects. It also amassed 72 reviews and counting.

(Falls over on table) Damn. You go ahead and read the next chapter while I pick up my rapidly growing head. I own nothing except my big head.

* * *

Chapter XXIX

Sky Lynx was still airborne with Silverbolt and Sandstorm fighting off Scourge, Misfire and Slugslinger. Inside if his Shuttle forms cockpit, Marissa and Lennox were strapped in as tightly as possible as Sky Lynx jerked to and fro. He was mostly dodging the attacks from Scourge and Slugslinger since Misfire's was constantly off. Jazz and Bumblebee were inside the module section of the Shuttle taking potshots at Misfire since he was effectively the weak link. Scourge and Slugslinger frequently tried to shoot down the large Autobot and even managed to graze his armored hull, but Silverbolt and Sandstorm repeatedly managed to push them back for minutes at a time. Inside of Sky Lynx, Marissa was sure she might've separated her shoulder with the jerking around Sky Lynx was doing. Lennox, on the other hand, appeared to be enjoying the ride. But then they noticed the swirling clouds directly above the Space Needle. A blue beam was shooting up from the Needle into the cloud.

"Good Lord, what in the name of God is that?" Marissa asked out loud.

"Your guess is as good as mine right now," Lennox replied. "Jazz, Bumblebee, you guys seeing this?"

In the module looking out the hatch, Jazz looked at the shrugging Bumblebee before replying to Lennox, "We're seein' it but still working on believin' it." Bumblebee added a quick beep and chirp.

The two Autobots, Silverbolt and Sandstorm, and the three Decepticons all assumed proto form and stood cold to watch a large number of object descending from the portal. Of the objects, tiny as it appeared, was heading for the group of Transformers. It was coming fast; very fast. Impossibly fast. As it was closing in on them, Scourge began to notice pockets of violet hue around it. It was getting closer and Scourge suddenly recognized the object to be the dearly departed Insecticon Shrapnel. It then shrieked as it was now within reach of the first Transformer in sight; Slugslinger. Without warning, the Darkened Shrapnel lunged and collided with Slugslinger and the momentum sent them both ground.

As the flyer looked on in shock, more of the Darkened came at them. They appeared to resemble dead Autobots as well as Decepticons, including the likes of Dreadwind, Blackout, Darkwing and the four Aerialbots that were recently killed by Sentinel Prime. Silverbolt was especially disturbed by the sight of his dead comrades suddenly acting like rabid animals. Then he was forced to shoot the nearest one, Slingshot. The Darkened Air Raid when right for Sandstorm, who was shooting at him frantically. Sandstorm was able to blow the creature's arm off but it only slowed it down.

Scourge and Misfire focused on the hulking, Darkened Black Out while Sky Lynx jetted away from the oncoming Darkened versions of Dreadwind, Darkwing, Sky Dive and Fireflight. Out of nowhere, the Darkened monstrosities that were once Kickback and Bombshell appeared in front of Sky Lynx and clung to his front hull. Marissa and Lennox had the creatures in full view of them when Jazz and Bumblebee got to the cockpit.

"Jazz, get Marissa and William out of here! Get them to the ground, now!" Sky Lynx shouted.

Without a word, Jazz and Bumblebee grabbed Marissa and Lennox from their seats and head back for the opened hatch. Sky Lynx was able to get low enough for Jazz and Bumblebee to jump from him. They quickly assumed alt form simultaneously with Marissa riding within Bumblebee and Jazz carrying Lennox. Sky Lynx pulled back up skyward with the Darkened creature scraping at his hull. Then he disappeared behind the nearest building.

More of the Darkened creatures descended from the portal above Seattle, every one of them having once been a living Cybertronian. Dozens, hundreds and even thousands of them hit the streets of the city and immediately began laying waste to whatever moved. On the ground after his plunge, Slugslinger rose up to his feet battered and beaten but managed to blow the Darkened Shrapnel's head off. But he suddenly confronted by the Darkened Demolisher and Wreckage and a Cybertronian he didn't recognize. They charged at him with reckless abandon, and Slugslinger fired on them. It wasn't enough and the unknown Darkened creature grabbed him. The Darkened Wreckage and Demolisher approached and they proceeded to tear Slugslinger apart.

As more of the Darkened were spreading out across the city and more still were emerging from out of the portal, Hotrod and his companions were watching it all happen in disbelief. They almost forgot about Sentinel Prime and the three Darkened creatures flanking him. Sentinel still had the violet light in his optics, which meant the Fallen was still in possession of him. The Darkened Ironhide, Ratchet, Skids and Skyquake were waiting for the Autobots to make their move, but they were too preoccupied by the Darkened descending onto Seattle.

"These things are going to run wild if they get loose," Hotrod said. "Autobots, converge on the city." In succession, the Autobots under Hotrod's command assumed their vehicle modes and raced back into the City.

The Darkened hoard followed while Sentinel fell to his knees again. He was again holding his head. "Get out of my head. Get out, now!"

"_**You will destroy them all, Sentinel Prime, or be destroyed with them."**_ The Fallen threatened, and Sentinel's optic became violet again. He assumed his vehicle form and followed the Autobots into the city.

Meanwhile in the sky above, Galvatron and Starscream were still locked in combat, but Starscream was completely bewildered by what was happening in the city. "Look at this, Starscream," Galvatron shouted. "Look around you, look at what you've brought down on this planet. You think this insanity will end with your rule?"

"This… this wasn't," Starscream stammered before glaring at Galvatron. Then when a sick grin, Starscream blasted Galvatron with his Null Ray and catapulted him into the distance. "FALLEN… What madness is this," he shouted directly at the portal above the city. "Where is my Dark Energon?"

From deep inside the portal, a set of violet eyes appeared along with a large, shadowy figure. _**"You have played your part in this, Starscream, and I have delivered you the Dark Energon as was my word."**_

"You said you'd make me a king." Starscream bellowed in anger.

The Fallen was silent for a moment before he claimed, _**"And so you are a king,"**_ Then his shadowed visage became engulfed in flames. _**"A King of Fools!"**_

A beam of purple energy suddenly descended from the portal and struck Starscream before he had a chance to react. Starscream felt the searing heat from the blast for only a split-second, and his entire body was engulfed in a violet colored flame. The flame consumed him as he was immolated while he was still airborne. On the ground, Galvatron was recovering and watched Starscream suffer in the violet fire. Then the fire completely rendered Starscream ash gray. His body became inert and seemed to hang in the air before falling down to the city. There, his body hit the street with a heavy cloud of ash of which that was left of him.

Galvatron pulled himself up, having to use his sword for extra leverage. "Good riddance." he snarled.

When he turned around, Galvatron's optic pulsed crimson red. Standing across the way from him, covered in violet markings and holes but with a familiar silver color, was Megatron. It was the original form of Galvatron before Unicron reformatted him. The Darkened Megatron lurched toward Galvatron, wheezing with every step as it, not he, raised its cannon. Galvatron braced himself as the creature fired the cannon, and the recoiled caused the entire arm to fall off. Then Galvatron charged directly for the creature when out of nowhere, he was suddenly tackled to the ground. After throwing off his attack, Galvatron saw that was a Darkened Shockwave. Several more of the creatures descended, all of them resembling the deceased Stunticons and Slipstream. Galvatron charged the hoard.

At the same time, the Autobots were fighting off scores of the Darkened, many of them formerly Autobots themselves. Chromedome, Blur and Override took a series of shots at a group of Darkened that used to be the Protectobots. They concentrated on the nearest of the group, that being a Darkened Streetwise and managed to put it down. Then they targeted the Darkened Blades. Elita One and Kup focused on the Darkened husks of Hound, Inferno and Mirage, successfully putting Inferno down. The Darkened Hound went down soon after while Chromedome cleaved off the head of a lurching Hotspot.

During all this, Hotrod was still battling valiantly against Sentinel Prime, who was suddenly fighting with increasing fury. It was all Hotrod could do to keep up with the rogue Prime, but he could tell that Sentinel was struggling against himself. There were moments, brief moments, that Sentinel seemed to hesitate to finish the fight and Hotrod took advantage. It didn't last long, and Sentinel just seemed to fight even more furiously. Hotrod was losing ground fast. To make matters worse, the undead husks of Ironhide and Ratchet were approaching.

Before the creatures could close the distance, Jazz and Bumblebee roared into the fight. Jazz assumed proto form and quickly blasted the Darkened Ratchet first, blowing its leg away below the knee. Bumblebee finished by slicing the head clean off. The undead Ironhide lunged at Bumblebee before Chromedome rushed in literally tackled the creature. All throughout the chaos, there were still human beings trapped in the buildings. They watched the Autobots fight off these creatures but there was no way to get away from the madness. Marissa and Lennox made it into a department store filled with people; three of them were police officers who brought their side-arms out.

"Holster that gun, officer. We're on your side." Lennox said.

"I'm EDC Director Marissa Fairborne. Does anyone know another way out of this place?" Marissa out loud.

A hand raised up belonging to a young woman with black hair and in her late teen's. "There's… there's a backdoor leading to a subway below ground." she said.

"What's your name?" Marissa asked.

"Um… Mikaela." the girl said, clearly terrified.

"Mikaela, I need you to lead these people out of the store and below ground. These officers will protect until then." Mikaela explained, to which Mikaela nodded.

Lennox looked at one of the officer and said, "You, what's your name?"

"Sergeant Simmons, Third Precinct." he said.

"Sergeant, I need you and your officers to accompany these people to safety," Lennox said. "Do what you can to keep them off the streets."

The Sergeant nodded and gave his officer the signal. In time, they began to round up the people but Marissa noticed the girl, Mikaela, was shivering in fear. "Mikaela," Marissa said. "It's okay; you can do this."

"I'm so scared." Mikaela said.

"I know, but I need you to be strong and help get these people to safety. You can do it." Marissa reassured the girl.

Mikaela nodded her head while tears streamed down her face. "Today's my Birthday." she said before leaving with the rest of the group.

Marissa muttered, "Happy Birthday, Mikaela."

* * *

On the _Revenge_, Rattletrap was moving down the corridors of the ship as he searched for the main engine room. He managed to catch a glimpse of the chaotic scene in the city, where the Autobots and the Decepticons were fighting for their lives against hordes of undead Cybertronians. Rattletrap couldn't shake the feeling that he was being followed on route to the engine room. He was being followed closely by Ravage, who was left on the ship by Soundwave. It was unbeknownst to both Rattletrap and Arcee, who was searching for Ultra Magnus, that Soundwave himself had returned to the ship.

Eventually, Rattletrap found his way to the main engine room. The core was a large, spherical object the appeared to be trembling at every moment that passed. It was about a large as a whole block of Autobot City and was littered with intake port around its surface. Rattletrap had seen better and set about priming the demo charge he was carrying with him. He stopped and briefly and looked around, thinking he'd heard something before going back to work. Ravage was stalking him from a nearby shadowed part of the engine room, watching Rattletrap closely. Rattletrap set the charge for a time delay of 10 minutes, more than enough time to bail from the ship before it blew.

"That wasn't so bad," he said and then turned around, right into a tail whip from Overkill. Rattletrap fell back into the railing, bending it back. "Me and my big mouth!"

Rattletrap recovered quickly just in time to see Overkill ready to charge in on him. He dodged to the side and let Overkill rush right by him, where Overkill went over the railing into the engine. Overkill was incinerated on contact. Rattletrap didn't have time to rest when Ravage started stalking him. Ravage was faster than Overkill; he could easily pounce and dodged the many shots that Rattletrap was trying to land with his laser weapon. When he found an opening, Ravage pounced on Rattletrap. Rattletrap was able to strike the Decepticon cat with the butt of his gun before making a break for it. Ravage slowly recovered and growled at the escaping Autobot and gave chase. As he left, Ravage never even bothered to notice the demo charge counting down.

* * *

On another part of the ship, Arcee, Daniel and Verity found their way to the entrance of the cell block. Ultra Magnus was likely in there somewhere. Arcee looked up at the ceiling for any form of surveillance within the area before very cautiously stepping into the block. Daniel and Verity stayed very close to Arcee as she checked cell after cell. Nearly every cell she checked was littered with the remains of various prisoners, and Arcee was hoping that Ultra Magnus wasn't one of them. It was unbeknownst to the trio however that Ratbat was in the cell block watching them and feeding a visual to the bridge.

Arcee stopped at one cell and peered inside of it, and she saw Ultra Magnus sitting on the floor still wearing the energon restraint. "Magnus…"

Ultra Magnus raised his head to see Arcee opening the cell force field. "What're you doing here?" he asked in surprise.

Arcee replied, "Getting you out," She worked on the restraint and quickly deactivated it. "We've got to bail; Rattletrap's rigging this ship to blow."

Ultra Magnus got up to his feet and noticed Daniel and Verity beside Arcee. "You brought the kids with you, Arcee?"

"My idea," Verity admitted. "Daniel insisted on tagging along, probably because he can't stop looking at my ass."

"Hey, I'm tagging along to keep you from getting killed, Verity. Besides, you're not my type." Daniel retorted.

"Yeah, like I'd ever go out with you." Verity countered.

"That's enough, you two. Let's go get Rattletrap and get the frak out of here." Ultra Magnus said, but no sooner had he spoken that Ratbat struck.

The bat-like Decepticon descended and fluttered around Magnus's face while Arcee tried to get a lock on it. Before she could get in a shot, she was caught in the back of leg by shot from Barricade. Arcee was able to spin around and take a shot back at Barricade, catching him in the shoulder. Barricade fell back holding his shoulder and fired another shot directly at Ultra Magnus, but Magnus was able to throw Ratbat right in the path of the blast. Ratbat was catapulted backwards to the floor and Ultra Magnus drove the heel of his foot down onto the Minicon, crushing and grinding him for good measure.

"Oh oh," Barricade muttered. "Soundwave is going to kill me." Then Barricade turned around and much to his chagrin, Soundwave was in fact right behind him. "Hey there, Soundwave!"

Arcee stood up with Magnus beside her and the kids hiding in Magnus's cell. "Well, that's going to be a problem."

"Nothing like having your back against the wall," Ultra Magnus said. "Let's just hope Rattletrap can find us before this ship blows."

* * *

The Autobots and Decepticons were struggling against the Darkened hordes both in the city and in the air. Even though the Wreckers and the Combaticons arrived to help, the hordes continued to come in droves. In the sky, Silverbolt, Sandstorm, Scourge and Misfire were joined by Vortex, Blast Off, Airazor and Stratosphere. They were desperately trying to fight of the Darkened Insescticons and Seekers that were flying by at breakneck speed. They had no idea what became of Sky Lynx when he vanished after being attacked by several of the undead. Mindwipe eventually joined in the fray to fight off the creatures even as more and more continued to pour out of the portal.

Galvatron was busy still fighting off his Darkened former identity of Megatron and the Darkened Shockwave. Cyclonus arrived and started cutting right through the Darkened Stunticons one by one. Surprisingly, the Autobots Chromedome and Override joined Galvatron and Cyclonus to fight off the Darkened Stunticons and Slipstream. The rest of the Autobots fought valiantly against the Darkened Tracks, Red Alert, Thrust and Dirge, who were joined by the Darkened Wreckage and Demolisher.

Elita One and Blur concentrated on the Darkened Wreckage and managed to rip it apart with a series of laser blasts. The Darkened Demolisher made its move before Jazz managed to rip its head off, but he was attacked by the Darkened Red Alert. Bumblebee managed to intervene and put the creature down before it could kill Jazz. Kup fought off the Darkened Thrust and Dirge alongside Drift and Roulette while Bulkhead and Depth Charge slashed and bashed through the Darkened Tracks and the remaining undead Protectobots Hotspot, Groove and First Aid.

"These things just keep coming." Bulkhead shouted.

After slicing Groove in half, Depth Charge replied, "So keep fighting!"

Bulkhead responded by pounding his mace into the face of the Darkened First Aid. Depth Charge cleaved Hotspot's left arm off but the undead former Protectobot kept lurching forward. Several of the undead Stunticons broke away from attacking Galvatron and Cyclonus and charged in on the two Wreckers. Out of nowhere, Sixshot appeared and blasted the undead Breakdown and Dead End. He joined Bulkhead and Depth Charge in fighting off the other creatures that were once Motor Master, Wild Rider and Dragstrip.

At the same time, Drift and Roulette were fighting back-to-back against oncoming waves of Darkened while Blur and Elita One focused fire on one target at a time. Jazz and Bumblebee used the same tactic to great effect, but more of the Darkened were still coming. They were becoming increasingly unrecognizable as they poured through the portal. Worse than that, they were becoming increasingly aggressive, acting more like wild animals. It wouldn't be long before they would eventually overwhelm the Transformers.

This reality wasn't lost on Gregory as he watched all the carnage unfold in horror. It was too much to take. It was also dawning on Gregory that the Transformers wouldn't survive this much carnage. He looked up at Prowl, who was still looking on indifferently as the Transformers were fighting for their lives. Then Gregory looked at the device while was still operating. He could see the Matrix in the base of the beam. If he could just get to it…

Before Gregory could make a move, Prowl stopped and grabbed him. "What do you think you're doing?"

"Don't you see what's going on out there," Gregory asked. "This is too much; all of this is too much."

"This is exactly what the Fallen wants. The only thing that isn't needed any longer is you." Prowl stated before he dropped Gregory of the edge of the saucer.

Gregory began the long fall from the top of Space Needle to the ground below. It would be quick and painless, but Gregory would see the ground coming. Gregory closed his eyes to avoid having the ground as being the last sight he ever had. Instead of hitting the ground, Gregory landed halfway in something else. It felt like steel, cold and hard and it hurt terribly but wasn't fatal. He still landed awkwardly on his shoulder and was holding it, but he was still breathing. Something had to have caught as he fell, but what…

Then he opened his eyes and saw a massive figure looking down at him. The sun was gleaming behind the figure as if it were some divine light. The light blinded Gregory so he was unable to accurately make out any details of his apparent rescuer. But there was something very familiar about it. Gregory at least knew he was in on the palm of a great hand, the same that saved him from certain death. It lowered to the ground, allowing Gregory to reach the ground and to walk on his own. Gregory cringed as he held his shoulder before looking back to see the figure had gone. All he saw was a huge long-nose Peterbilt semi-truck rumbling away from him and toward the city.

Back in the heart of the city, Hotrod continued to struggle against Sentinel Prime, who was still struggling against himself and the Fallen's influence of him. It either weakened or made him more desperate. Either way, Hotrod continued to fight not just for his life, but the lives of every living being on Earth and the galaxy at large. He saw a moment to strike when Sentinel hesitated again, and he lunged forward with his arm blades extended out in front of him. Sentinel saw it coming and sidestepped and then drove his knee into Hotrod's face. Foregoing his sword, Sentinel took to straight out pummeling Hotrod. He drove his fist into Hotrod's chassis before tripping him up and sending him to the ground on all fours. Then he kicked Hotrod in the side as Hotrod tried to stand again.

Hotrod struggled to move when he started gazing around the battlefield. He could see the Autobots, his friends, fighting valiantly alongside their enemies, the Decepticons, against a common threat. The scope dawned on Hotrod as the Darkened hordes pressed their rabid advance. He watched as Chromedome was the first to fall to the horde. He had protected Override from being torn apart by an unrecognizable Darkened creature; he was in turn impaled from behind by a second creature and finally brought down by another creature.

Across the way from that, Mindwipe fell after being dismembered by several creatures at once. In the sky above, Misfire and Sandstorm were overwhelmed by the flying versions of the Darkened, while back on the ground, Sixshot fought ever so fiercely against an overwhelming force of the Darkened. He was literally buried alive as the creatures torn him apart. Hotrod was still trying to rise to his feet, to continue the fight even as his allies were dying around him. As he did this, Sentinel kicked him to his back and pinned him with his heel. His sword deployed, Sentinel reared back to deliver the killing blow.

"Sentinel, don't do this. The Fallen's controlling you," Hotrod pleaded. "You've got to fight him."

Sentinel reared his sword back a bit further but again struggled against himself, against the Fallen. But when he next spoke, it wasn't Sentinel. _**"Sentinel Prime belongs to me."**_

Hotrod knew he tried his damnedest to get through to Sentinel Prime. No one would blame him. The Fallen had Sentinel almost completely enthralled, and right now, Sentinel was priming for the final strike. Hotrod knew it was coming but he didn't flinch. He'd fought hard knowing it would come down to this. He'd fought bravely with every ounce of his being. He had no more regrets. He dimmed his blue optics and waited for the strike. Instead of feeling the blade of Sentinel sword piercing his body, Hotrod heard the deafening sound of a horn; a truck's horn.

Out of nowhere, both Hotrod and Sentinel Prime were shocked by the appearance of the massive semi as came barreling toward. Hotrod took advantage of the distraction and kicked Sentinel back, right in the path of the semi-truck. Sentinel tried to sidestep the vehicle but it still managed to graze him and send him spiraling to the ground. At the same time, the semi avoided Hotrod completely and Hotrod caught a passing glimpse of the grill. It bore the Autobot insignia. Plus upon looking into the interior Hotrod saw that no one was driving the vehicle. It couldn't be…

The semi hit its brakes and spun around, leaving skid marks across the street. Then there was the familiar shifting of sound for which the Transformers were known. It was coming from the semi as Hotrod and several other Transformers watched the semi change shape right before their optics. The nose became arms as the grill vanished from view. The rear became huge legs that brought the semi off the ground. The tires spun around before quickly halting in place. The semi achieved a bipedal stance, its armor colored red silver and blue while shimmering in the sunlight. As a head finally appeared to completely the metamorphosis, those who were watching it unfold displayed mixed emotions of shock from Hotrod, joy from Elita One, astonishment from Kup and, in the case of Galvatron, even anger.

"It's not possible." he whispered.

Hotrod started to believe otherwise, for standing in front of him right at this very moment was… he could scarcely believe he was even saying it; "Optimus!"

Indeed standing tall and proud, a brand new body and gleaming red, silver and blue and his face in full view, was the fully reborn and rejuvenated Optimus Prime. He extended his hand to Hotrod and spoke in his familiar, reassuring tone, "I am here, Hotrod, and this time, no force in the universe will stop me."

* * *

To Be Continued…

Author's Note: Do you believe in miracles? Sorry; I just had to use the Miracle on Ice reference. But it fits here, because Optimus Prime is finally back. I was playing the final 1:12 seconds of "Assemble" from The Avenger's score. Epic, epic, EPIC!

I was asked if he'd take either his Energon, Live-Action or Prime forms. I'd say he's more or less taking the Live-Action vehicle form and the Prime robot form; and yes, he has the retractable face plate.

Still, this battle is taking a toll as several Autobots and Decepticons have been killed off throughout. If you had a favorite among them, sorry; it's for the benefit of telling a good story. You can expect more to die in the next chapter. Just be absolutely sure to stay tuned.

By the way, I put up a poll on my account. Check it out.


	30. The Return of Optimus Prime: Pt IV

Disclaimer: It getting down to crunch time here, so here's the next entry. No ownership here. Enjoy.

* * *

Chapter XXX

Hotrod was still trying to fathom it; Optimus Prime was standing right there in front of him. He was newly revived with a new body both in proto and vehicular form. He appeared that much more heroic if that was even possible. Even though he wasn't the biggest believer in miracles, Hotrod was willing to believe anything at this point. At first when Optimus was standing there offering his hand, Hotrod was expecting it to be an illusion. But he accepted the gesture and Optimus pulled him up. They were face-to-face even though Optimus was a foot taller that Hotrod.

"Optimus…" Hotrod was having a great deal of trouble just trying to speak to Optimus. "It's… It's hard to know where to begin."

Optimus Prime looked around at the ongoing devastation around him. "Apparently, much has happened in my absence."

"I tried my best to lead the Autobots while you were… gone. I'm sorry I let you down." Hotrod lamented, to which Optimus put a hand on his shoulder.

"We'll talk about it later, Hotrod," he said reassuringly. "Right now, our priority is to contain these abominations before they escape out of the city."

The Space Needle, Optimus," Hotrod said. "The Matrix is being used to keep that portal open. If we don't close it up fast, more of those things will keep coming."

Before Hotrod continue explaining things to Optimus Prime, Sentinel Prime was getting to his feet. He had to use his sword to get up, but he was rising. Optimus and Hotrod saw that Sentinel was vertical, but Optimus knew immediately that it wasn't Sentinel that was standing before him. It was the Fallen who was still using Sentinel as his puppet as evident by Sentinel's glowing violet optics. Hotrod readied himself for the next attack, but Optimus halted him and held him back. Optimus looked at Hotrod and then to Sentinel, and then Hotrod knew what Optimus was thinking.

"Hotrod, you need to help the other Autobots to contain these creatures until the portal's been closed," Optimus said. "I'll handle Sentinel."

"Optimus, he's too strong with the Fallen manipulating him," Hotrod stated. "I'm not sure you can stop him."

"I hold no illusions of immediately victory, Hotrod, but I won't allow Sentinel to be manipulated by the Fallen," Optimus said confidently. "Now go and help the others."

Hotrod looked at Sentinel and then at Optimus before rushing to help the other Autobots, leaving Optimus Prime to face the Fallen controlled Sentinel Prime. The Fallen leered at Optimus through Sentinel's optics and said, _**"So, you are the successor of Sentinel Prime chosen by Alpha Trion to bear the Matrix."**_

"And you are the Fallen, formerly one of the Thirteen Original Primes," Optimus Prime paused for a moment before going on. "That was until you betrayed them to Unicron. You will release Sentinel Prime from your manipulation or face my fury."

The Fallen seemed to laugh at the threat. _**"You think your empty threats can sway me,"**_ he snarled. _**"I was a Prime long before you were even had a Spark. I will enjoy making Sentinel tear that Spark from you scorched remains."**_

"You will try." Optimus Prime said as deployed his familiar faceplate and a sword from his right arm.

The two Primes then charged toward each other and crashed their swords together. The initial impact sent sparks flying from the blades before they back away to regroup. Sentinel made the first move by going for an overhead slash which Optimus blocked. Optimus held his ground even as Sentinel pushed forward and brought Optimus down to a knee. Pushing back, Optimus rose back up to his base and went for a spinning swipe which Sentinel parried, and then Sentinel tried for a return swipe. Optimus blocked that and then blocked another swipe before retaliating with an underhand slash. Sentinel backed up and then returned to the fight with another side slash which Optimus parried, and then he retaliated with an overhead slash. The slash was parried by Sentinel, who pinned the blade to the ground and caught Optimus with a backhand to the faceplate.

Optimus staggered back and recovered in a split second in time to blocked Sentinel next attack. Sentinel had tried for a sudden forward thrust. Optimus sidestepped and pinned his blade across the blade of Sentinel just as had been down to him. Then in a swift movement, Optimus drove his knee into Sentinel's face. The blow sent Sentinel staggering and falling to a knee. Sentinel Prime looked up to see Optimus Prime still standing tall and ready for the next round. Before he could make a move, Sentinel was holding his head once again. Optimus quickly surmised that Sentinel was still fighting desperately against the insidious indoctrination of the Fallen. A passing glance of Sentinel's optics showed them fluctuating between the blue and violet hues. Optimus was cautious as he took a step forward, and then his caution was warranted when Sentinel went back on the attack.

A sudden slash was block by Optimus as Sentinel pushed on against him, but Optimus saw the blue color in his optics again. Sentinel was still fighting the Fallen. "Sentinel, if you can hear me, you must fight back against the Fallen. You must not let him control you."

Sentinel continued to push but then halted his advance. "Optimus, please help me. I can't stop him…" Sentinel cringed and suddenly pushed forward again. _**"Sentinel is MINE."**_

With the Fallen still manipulating him, Sentinel Prime pushed as hard as he could and drove Optimus Prime backward. Optimus fell and rolled back before righting himself and returning to a defensive stance. Sentinel Prime prepared for his next move and deployed his rifle. He started taking shots at Optimus Prime, who rolled from side to side while deployed a rifle of his own. Optimus returned fired on Sentinel, who similarly dodged the shots and fired back. Then they fired one shot each at the same time and the two canceled each other out. The ensuing shockwave, despite by relatively small, sent Optimus and Sentinel backward.

After recovering, the two Primes charged each other again, firing the rifles at each other as they went. They eventually collided, die-cast steel scraping together, and they fell over each other on the war torn street. Righting themselves and disengaging their weapons, Optimus and Sentinel began trading heavy blows back and forth. They pounded and pummeled each other furiously with neither gaining an advantage. This was going to take a while.

Meanwhile, the remaining Autobots and Decepticons continued their own desperate battle against the Darkened legions of the Fallen. Hotrod had joined the fray and took the sides of Kup and Elita One. Together, they collectively brought down the Darkened Ratchet and Skids. The creature that was once Ironhide was another matter up until the Wreckers Drift and Roulette intervene. Roulette managed to score a shot from her sniper rifle to the creature's knee and blow it off, and Drift finished it with his katana swords.

Galvatron and Cyclonus continued fighting off more of the oncoming hordes, including the somehow still moving undead Megatron and Shockwave. Then the undead Skyquake appeared out of nowhere and tackled Cyclonus to the ground. The creature prepared to smash its burly fist down onto Cyclonus's head when it suddenly cleaved in half by Depth Charge. Bulkhead charged in and pounded the creature until it lay in a twisted wreck. Depth Charge extended his hand to Cyclonus, who slapped it away and stood up on his own. Then Cyclonus pushed Depth Charge out of the way and blasted the oncoming Darkened Slipstream.

The Combaticons joined Galvatron in fighting off the Darkened Megatron and Shockwave, who were joined by the equally undead Fracture and, shockingly enough, an undead Quickswitch. Even without his particle cannon, Galvatron was still formidable enough to pose a threat even against undead Transformers. But the undead Quickswitch, like the very recently deceased Sixshot, loomed over Galvatron. The size difference meant nothing to Galvatron as he started slashing away at the beast's leg with his sword. Drift, Roulette and Bulkhead joined in to help Galvatron against the former Six-Changer.

In the sky above the city, Scourge was in alternate form and being tailed relentlessly by several more Darkened creatures. None of them were at all recognizable, not that it mattered to the Sweep. As he few through an intersection of the city, the creatures pursuing him were shot out of the sky by Silverbolt. As Silverbolt banked around the corner, he was suddenly knocked, tackled rather, out of the sky. He managed to assume proto form before hitting the ground, although he still slid across back first. After flipping to his feet and deploying his blaster, Silverbolt was stunned by the sight of a Darkened Springer.

"I'm sorry, brother." Silverbolt said and opened fire on his undead former friend's head, putting him out of his misery.

More undead creatures appeared, most of them former Autobots including Beachcomber, Seaspray, Trailbreaker and Smokescreen. Scourge descended next to Silverbolt and after a momentary stare down, they opened fire on the creatures. After disposing of Trailbreaker and Seaspray, Scourge deployed his battleaxe and charged on the remaining Darkened. Silverbolt took potshots on Beachcomber while Scourge slashed away at Smokescreen and took his arm off. There were still more creatures coming, but none of them appeared capable of flight, so Scourge and Silverbolt retreated.

* * *

Ultra Magnus was slammed hard into the wall of the cell block by Soundwave as they clashed head to head. Arcee was still dealing with Barricade, dodging his various laser shots while trying to get close enough to take him out. Ultra Magnus tackled Soundwave before he could target Arcee and drove into the cell he once occupied. Soundwave kicked Magnus back out of the cell, deployed his rifle and took a shot. Magnus dodged to the side and the blast from the rifle left a huge scorch mark. Magnus recovered and charge on Soundwave, knocking the rifle from his hands and then pummeling him.

Arcee managed to get close to Barricade and started peppering him with a series of strikes to keep him off balance. Barricade still kept coming back for more and not because he was stupid. He answered Arcee's assault with his own series of strikes before quickly deploying his pistol. Barricade took a few shots at Arcee but she moved faster than he expected and kicked the pistol from his hands. Then she kicked him in the face three times to knock him down. Arcee looked to see if Daniel and Verity were okay and so far, they were hiding within one of the cells out of danger. That was until she noticed Laserbeak behind them.

Frantically, Arcee picked up Barricade's discarded pistol and fired on the spy bird, forcing Laserbeak to fly away from the humans… and toward Arcee. Laserbeak bolted right at Arcee and collided with her, knocking her to the floor. Ultra Magnus was still bashing Soundwave when he saw Arcee struggling with Laserbeak and threw Soundwave to the side. As he attempted to intervene, Soundwave tackled him to the floor and held him down. Soundwave pressed Magnus's face into the floor before he suddenly heard the sound of a small motor approaching from outside the cell block. A vehicle resembling a dune buggy raced into the cell block and behind it came Ravage.

"Incoming," shouted Rattletrap just as he raced right by Arcee, and Ravage wound up smashing into Laserbeak. Rattletrap assumed proto form and slammed into Soundwave before landing next to Ultra Magnus. "What're ya lyin' around for, Rocket Muscles? We gotta burn rubber before the bomb blows and takes us with it."

"You don't have to tell me twice," Magnus said and checked on Arcee. "Arcee, grab the kids and let's get out of here."

"Come on, you two. We're leaving, and Daniel," Arcee said to Daniel when she hoisted him and Verity up. "Your parents are going to kill you."

The three Autobots took their human charges and bolted out of the cell block, while Barricade and Soundwave were recovering. "Wait a nanosec," Barricade said. "Did they say something about a bomb? On this ship?"

Soundwave recovered Laserbeak and Ravage and said, "Detonation charge detected inside main engine room. Evacuation from vessel is recommended."

Barricade was already gone by the time Soundwave finished and even shouted, "I'm way ahead of you."

Arcee, Ultra Magnus, Rattletrap and the kids found their way back to the hull breach and looked down at the ruined Safeco Field below. It was a long way down from the warship to the field. That was when Ultra Magnus noticed the portal above the city. Now wasn't the right time to start asking questions about, although he was pretty sure that Sentinel Prime was at the epicenter of it all. But what were things coming out of the portal? As they ponder how they were going to clear of the ship, Stratosphere flew into view in alt form with Airazor flanking him. This was going to have to be timed perfectly. Arcee grabbed hold Daniel and Verity and she jumped alongside Ultra Magnus and Rattletrap.

Stratosphere and Airazor transformed into proto form and managed to grab the arms of the three Autobots. Arcee and Rattletrap with caught by Stratosphere while Airazor caught Magnus. Airazor was descending fast toward the field because the weight of Magnus and they hit the grassy area of the field. Stratosphere was at least able to descend enough for Arcee and Rattletrap to land on their feet. Arcee set the kids down although Verity tripped and fell on Daniel, who in turn fell on his back.

"That was some landing." Verity said and looked into Daniel's eyes.

"Hey, any landing you can walk away from…" Daniel finished his sentence when Verity suddenly planted her lips to his. Then they quickly ended it, each shocked before Daniel finally finished, "…is a good landing. What was that all about?"

Verity was just as astonished as Daniel was and stated to him, "Uh, just in case I don't get a second chance." The moment was interrupted by the arrival of several Darkened into the field.

"Does anyone feel the need to fill me in? What the scrap is going on out here? Ultra Magnus asked and then took a long look at the creatures stalking them. "Those things look Cybertronian."

"It's an invasion," Stratosphere said and tossed Magnus's hammer to him. "Here, we saved it for you, Magnus. You might need it."

The creatures were lurching closer to the Autobots, surrounding them. Just as the first of the creatures was a hair away from nearest of the Autobots, it was suddenly run down by the just arriving Wheeljack. In his vehicle form, Wheeljack literally grinded his rear wheel into the creature's face until there was nothing left of it. Then he spun back around to the Autobots, allowed Spike and Carly to exit and he assumed proto form. Another of the Darkened lurched closer to the Autobots and Wheeljack deployed a rocket launcher. He fired and the rocket impacted the Darkened creature and blew it apart. The remaining Darkened lunged forward on the Autobots but Magnus droved his hammer into the ground. The move sent a shockwave that stunned the creature long enough for the other Autobots to shoot them into pieces.

Spike and Carly found Daniel and Verity getting up off the ground, and Daniel was somewhat relieved that his parent didn't catch them sharing that unexpected kiss earlier. "Daniel, are you okay?" Carly asked when she grasped her son's face.

Daniel said, "Yeah, I'm fine. A little woozy but I'm fine," while Carly was squeezing his face. "Can you let go of my face, Mom?"

Carly released Daniel and Spike embraced his son tightly, "We thought we'd lost you, boy? What were you thinking?"

"It was my idea," Verity admitted to the parents. "I wanted to go alone but he insisted on coming along, to protect me."

"Really," Carly said curiously and looked at Daniel. "When this is over, we're going to have a nice, long chat, young man."

At that moment, Barricade and Soundwave landed in the field and armed up, while the Autobots did the same. Then another dozen of the Darkened appeared and lurched toward the group. After a brief stare down, the Autobots and Decepticons fired on the creatures and took out four of them. A loud explosion was suddenly heard from above and when the group looked skyward, they saw the _Revenge's_ stern hull ablaze. Then there came another explosion that ripped through the hull of the ill fate vessel as it began to descend directly toward the field. The Autobots frantically transformed and bolted out of the area with their human charges, while Barricade and Soundwave continued fighting off the horde of undead Transformers. Soundwave motioned to Barricade to evacuate, but Barricade, despite his inherent cowardice, instead stood his ground.

"If you're going down with these things, Soundwave, you're not going down alone." he said, to which Soundwave nodded his approval. Then as the two of them continued to fight off the Darkened horde to the bitter end, the _Revenge_ crashed into the field in a massive explosion. Soundwave and Barricade vanished.

* * *

The explosion caught the attention of Galvatron and he realized immediately that it was his own warship. He seethed at the realization that the Autobots were responsible and focused his increased wrath on the Darkened hordes. The Darkened Megatron was still coming for Galvatron and brought up its own cannon, littered with violet holes like the rest of the creatures. Undeterred, Galvatron charged at the creature and fought even more furiously than ever. At the same time, the Combaticons combined into Bruticus and started swatting away at horde of undead Transformers alongside Cyclonus, Scourge and the Autobots Silverbolt, Blur and Elita One.

The rest of the Autobots continued to fight back against the Darkened. Hotrod, Kup, Override and Bumblebee regularly focused blaster fire on the Darkened Quickswitch. Drift, Bulkhead, Depth Charge and Jazz made effective use of melee combat and it was just enough to bring the undead Six-Changer down. It began to appear as the Transformers were going to win the day… until something else began emerging from the portal above the city. It was big; very big. In a matter of seconds, it descended and hit the ground with the force of a small meteor, kicking up a cloud of dust that sent the Autobots and Decepticons tumbling back.

Hotrod was the closest to the impact point as he barely managed to avoid it. When he looked up at the object, his optics glowed in horror at the sight a huge, Darkened Omega Supreme looming ominously over him. The creature was a massive as the original. In fact, it _was_ the original before the Fallen corrupted him. The Darkened Omega Supreme saw Hotrod backing away from it and let out a monstrous primal roar before it went to plunged its massive claw toward the small Autobot. Hotrod dodged to the side as the claw slammed into the ground. From there, he opened fire on the giant with the other Autobots lending assistance.

"Hey Galvatron, a little help…" Hotrod shouted.

Galvatron was still fighting off the Darkened Megatron and shouted, "Bruticus, help the Autobots!" Then he was clubbed hard by his Darkened counterpart.

Bruticus swatted the last creature before focusing on the Darkened Omega Supreme. First, he fired his back mounted duel cannons, catching the beast square in the chassis. The blast knocked pieces of the creature's armor off while Bruticus charged forward. The combiner tackled his Darkened foe and pushed him back. The Darkened Omega Supreme halted and drove its massive arms into the back of Bruticus, bring him to a knee but Bruticus was immediately back up. Bruticus started pounding the corrupted beast furiously, while the creature fought back like some wild animal. That was when the Darkened Omega Supreme began to take control and it then started wailing on Bruticus.

Then Bruticus fought back by using the Vortex's rotor blades as a shield. The rapidly spinning blades sliced more pieces of the beast away, including half its face. But it fought back and then it took control, pounding and pummeling Bruticus repeatedly until he fell to his knees. The beast reared its massive arm back and drove them into the back of Bruticus, hitting him in the right spot that forced him to disengage. The five Combaticons fell over each other and were left vulnerable until the Autobots started firing on the Darkened Omega Supreme. Their own shots were dead on but were barely slowing the beast even as the Combaticons joined in the shooting. The beast loomed over them and was about to stomp them out when a random blast caught it in the chassis and staggered.

More pieces rained from the beast and the group of Transformers looked back to find the source of the blast; Sky Lynx in his dinosaur form. He was sporting a numbers of scorch marks on his chassis but he was functional… and angry. Sky Lynx fired another blast that caught the undead Guardian in its chassis and blew off more pieces. Another shot blew the beast's left arm off and then its right leg. Sky Lynx fired the last deciding blast directly to the beast's head, putting it down for good. But as soon the Darkened Guardian fell, so too did Sky Lynx. Hotrod and Kup rushed to their fallen friend.

"Hang in there, Sky Lynx," Hotrod pleaded. "We'll get you back on your once this war is over."

Sky Lynx laughed it all off. "I'm alright, Hotrod; just banged up. Smash some of these beasties for me, would you?"

Drift knelt beside Hotrod and said, "The Wreckers will look after Sky Lynx, Hotrod. Go finish this."

Hotrod patted Drift on the shoulder before he and Kup went to rejoin the fight. He said out loud, "Til all are one!" to which the Wreckers nodded.

As Hotrod and Kup went to rejoin the battle, Kup was suddenly struck by a random blast. Hotrod looked for the source and saw Prowl standing across from him, optics still glowing violet. "I've been waiting for this, kid." He snarled.

A decidedly angry Hotrod deployed his arm blades and responded, "You're not the only one." Then they charged each other.

Meanwhile, Optimus Prime and Sentinel Prime continued their vicious and lengthy duel in the heart of the city. More of the Darkened continued to pour into the fray, some rushing off to cause more havoc and some focusing solely on Optimus Prime. Optimus cleaved through every one of the creatures with ease while still fighting off Sentinel, who was still trying desperately to fight his own indoctrination by the Fallen. It seemed as if the more Sentinel tried to fight against the Fallen, the more influence the Fallen exerted. When Optimus cut down the last of the attacking Darkened, he was once again face to face with Sentinel.

"I know you're still trying to fight him, Sentinel," he said. "You can't give up. You have to fight with all your Spark."

Sentinel held his head in pain and screamed, "I can't, Optimus. He's… too strong."

"No, you're stronger. Do not let him win." Optimus shouted.

Sentinel Prime did in fact appear to be fighting valiantly against the Fallen as he fell to his knees. Then he rose back up and shouted in the Fallen's voice, _**"SHUT UP!"**_

Then Sentinel Prime charged right at Optimus Prime almost with nothing but complete reckless abandon. He didn't even try to bring his sword to bear; he just dropped it as he came at Optimus like a rabid dog. Optimus readied himself for the collision and then it came. Sentinel grasped Optimus around the waist and pushed him back. Optimus stood his ground and pushed back on Sentinel before Sentinel literally lifted Optimus off his feet. Optimus fought ferociously to get free, pounding on Sentinel's chassis and his face. Sentinel roared in utter rage, but Optimus knew something was different when he looked into Sentinel's optics. As the optics flickered repeatedly between blue and violet, they seemed to come more in the former than the latter. To Optimus, that meant that Sentinel really was fighting the Fallen… and winning.

With every ounce of strength he had, Optimus Prime droved his arms to each side of Sentinel Prime's head and forced Sentinel to release him. Sentinel Prime staggered back holding his head; he was dizzied by the blow when he Optimus standing ready to fight. Angered, Sentinel charged again and threw a wild punch that missed Optimus completely. He threw another wild strike that also missed the mark, and then he threw more and more strikes. Optimus either avoided or blocked the strikes and waited for Sentinel to make a mistake in his anger.

That moment came when Sentinel when for a straight punch. Optimus sidestepped the punch and drove his knee into Sentinel chassis, sending Sentinel staggering back. Sentinel recovered and threw another errant blow which Optimus countered, and then Optimus struck Sentinel in the face and then the chassis again. From that point, Sentinel couldn't recover as Optimus pummeled him relentlessly until finally, Sentinel couldn't take anymore of the assault. He crumbled to the ground onto his knees first before rolling to his back, while Optimus deployed his rifle and aimed it at him. He didn't take the shot, because he saw that Sentinel optics were blue once again and not changing.

"What… what are you waiting for, Optimus," Sentinel asked. "You've won this battle. It's your right to finish me."

Optimus disengaged his rifle and knee down beside Sentinel. "I will not finish you, Sentinel."

"You have to," Sentinel insisted. "I can still hear his voice in my mind; the Fallen. He wants me to kill you, to usher his arrival to this planet; I can't only resist him for so long."

"You're resisting him now. Don't you see, Sentinel," Optimus explained to his weary predecessor. "You are, have always been stronger than the Fallen and his influence, just as our ancestor resisted the Quintessons." Optimus and Sentinel heard a loud booming sound coming from the portal. Streaks of lightening began shooting out of the portal.

"It's starting," Sentinel said. "In just another matter of moments, the Fallen will come through that portal. There'll be no stopping him."

Optimus Prime could see the portal expanding and he had no doubt that Sentinel Prime spoke truthfully about the Fallen coming through. But when it came to question whether he could be stopped, Optimus thought otherwise. "There is us," he said, to which Sentinel looked to Optimus in confusion. "We can stop the Fallen, Sentinel. We can save this planet and the entire galaxy. You say it's my right to finish you, but I say and believe that freedom is the right of all sentient beings. That includes you."

Sentinel gazed at Optimus, unsure if he truly believe the words of his successor. Optimus clearly believed it, but Sentinel… "After my transgressions in my existence even after my atrocities, you truly believe I deserve to be free? You swear on your life, Optimus Prime, and on the lives of every sentient being in the galaxy that you can stop the Fallen."

"I swear on my Spark, Sentinel Prime, that I will stop the Fallen or die trying," Optimus Prime stood tall and held his hand out to Sentinel Prime. "I've already died once, and I do not plan for a second time."

"Then… let us finish this as only Primes can." Sentinel declared and took Optimus Prime's hand. Optimus pulled Sentinel up and they stood together, side by side and ready to put an end to the Fallen once and for all.

* * *

In the realm of dark space, the Fallen was watching the events unfold on Earth. He was truly moments from entering into the physical plain when he saw Optimus Prime and Sentinel Prime standing together. They were ready to fight, ready to die. The Fallen intended to give them what they wanted. As he inched closer to the portal, the faint light from Earth shown on him to reveal his frighteningly menacing face. It gleamed a grayish metallic shine and his violet eyes, or optics, glowed in the darkness. Then his face became almost engulfed in flames.

"**Here I am, Primes. Fight me now."**

To Be Concluded…

* * *

Author's note: Wow, that was a long one, but it's getting right down to the final battle. Optimus and Sentinel were fighting each other here, and now it looks they'll be fighting together. It's going to be EPIC!

Also, it looks like Hotrod and Prowl are finally going to hash it out. It's been a long time coming. Let me know what ya'll think.


	31. The Return of Optimus Prime: Pt V

Disclaimer: Here we go with the final part of this five-part event. One more push; one last fight. Enjoy!

No ownership.

* * *

Chapter XXXI

Lightening bolts shot out for the portal along with more of the Darkened creatures. The Fallen himself was on the verge of arriving to Earth. His opportunity for vengeance was at hand. The Darkened littered the war torn streets of Seattle, tearing away at anything within range of them. There well over two and a half dozen of them now and one of them broke away from the pack. It lurched away and ripped apart a parked car that was already on fire from the ongoing chaos within the city. Then as quickly as it destroyed its target, the creature was itself destroyed by a blast of energy. The next nearest creature was also ripped apart by another blast of energy. The creatures turned their rabid attention to the two colossal mechanisms standing side by side. Optimus Prime and Sentinel Prime deployed their most potent ranged and melee weapons. Then with the Darkened staggering about between them and the Space Needle far away, the two Primes charged into battle.

The first of the over two dozen Darkened creatures was quickly cut down by Optimus Prime's blade and then shot to pieces by his rifle. The next two creatures were blasted apart by Sentinel Prime's rifle and knocked to the ground. Optimus sliced through another creature and then right through another one. Then he blasted another creature in the mangled face to put it down. Sentinel drove his sword right through a pair of creatures standing single file. After dropping them, he shot another creature in the knee and allowed Optimus to cleave its head away. Optimus lifted another of the creatures for Sentinel to blast with his rifle before Optimus tossed it aside.

More of the creatures were appearing from the portal in an attempt to block the path to the Space Needle. But the two Primes were undeterred. They cut and slashed and shot their way through the seemingly never-ending stream of targets, and they often worked together to get through. As they went through the line, explosions rattled around them as creature after creature fell to the might of Optimus and Sentinel. At the rate they were going, it would be a matter of time before Optimus and Sentinel would reach the Space Needle.

The sight of two Primes, not one but two of them, fighting together against seemingly insurmountable odds something that Galvatron of all beings never expected. He was really expecting Sentinel to turn on Optimus at some point, maybe when they reached the Space Needle's base. Moreover, Galvatron was hoping Optimus would survive so he could dispose of him personally. It wouldn't be the first time. But it would have to wait as the Darkened Megatron was lurching toward Galvatron again. Galvatron beat the creature back while Cyclonus and Scourge were able to do away with the Darkened Shockwave and Motor Master. The Combaticons also blasted at incoming hordes of Darkened.

The Autobots had their hands full with fighting off more of the creatures, while the Wreckers focused on protecting the injured Sky Lynx. It wasn't a problem simply putting the things down, but it was their numbers that were a serious issue. It was Elita One leading the way with Jazz, Bumblebee, Kup, Blur and Override. Their only available air support was Silverbolt and there was no sign of Stratosphere and Airazor. There was also the matter of Arcee and Rattletrap and whether or not they managed to retrieve Ultra Magnus before they blew that warship.

Elita One and Override were fighting back to back against several Darkened. "I think my kill count's through the roof, Elita." Override shouted while blasting apart one of the Darkened.

"When this is over, we can compare notches, Override," Elita responded and then stopped. She saw one of the Darkened lurching forward and it clearly used to be her old friend Moonracer. "Sorry, Moonracer." Elita said and then quickly blasted the creature.

"Elita, I've got Firestar right in front me." Override shouted before quickly blasting the Darkened Firestar in half.

The Wreckers blasted, slashed and pounded on any creatures that got too close to Sky Lynx. Drift and Depth Charge sliced the nearest creatures while Roulette blasted the others and Bulkhead outright pounded more. Sky Lynx, despite being down and wounded, blasted several other creatures. This ironically made him more effective, if not more dangerous. Depth Charge and Bulkhead both sprinted forward and slashed and pounded more of the creatures as they can. More still came and more still were crushed by the Wreckers. Drift jumped into the fray as more of the Darkened came close and he sliced them apart.

"These things just don't stop coming." Bulkhead said and pounded another creature.

Depth Charge sliced another creature with his sword and bashed another with his shield before responding, "Let 'em all come, Bulkhead. I'll rip 'em all apart one by one."

"Stay on point, Wreckers," Drift said. "We've got to protect Sky Lynx at all costs; keep at it."

"More on the way, guys!" Roulette shouted from a shooting point near Sky Lynx.

A Darkened creature suddenly landed right next to Roulette, forcing her to roll to the side to avoid its attack. Roulette shot the creature in the face with her sniper rifle but more creatures appeared around her. Drift bolted into the fray and sliced several of the creatures, while Roulette shot the rest. Still, more of the creatures were coming for the Wreckers and there were too many to count. Then the next half dozen were blasted into pieces by an unseen force. Stratosphere and Airazor appeared in the sky and flew below the buildings, shooting at anything that was remotely hostile toward the rest of the Autobots. The largest of the duo, Stratosphere descended, assumed proto form and smashed any creatures that came near. Airazor dropped bombs on several other creatures.

Four vehicles, all with the Autobots insignia adorning them, approached the site at which the Autobots were fighting. The largest was a car carrier flanked on either side by a dune buggy and pink sports car. A white, red and green race car bolted forward and transformed into Wheeljack. In a flash, Wheeljack blasted several Darkened creatures that got too close to the Wreckers. The dune buggy and sport car parked to allow their occupants to exit. Spike and Carly jumped out of the buggy before it transformed into Rattletrap, while Daniel and Verity got out the sports car so it could transform into Arcee. Rattletrap and Arcee quickly starting shooting the creatures as they came, rendering them into pieces.

The car carrier transformed into Ultra Magnus, who quickly deployed his hammer and bashed several more Darkened into pulp. He pounded another creature that attempted to attack while Arcee blasted another creature. Wheeljack peppered another creature while Rattletrap quickly attached a small demo charge to its face. The creature blew apart and took others with it. Then Magnus and his group regrouped with the Wreckers.

"What'd I miss, Drift." he asked.

"You didn't miss much; an invasion, an inter-dimensional portal… and Optimus and Sentinel fighting their way through an army of the undead." Drift explained.

"Wait, what was that last part?" Magnus inquired.

"No time to chat. We've got more of these things coming." Wheeljack shouted and blasted another creature.

"Never a dull moment." Rattletrap added.

While the Autobots continued fighting against the seemingly endless legions of the Fallen, it was in another nearby part of the city that Hotrod and Prowl were engaged in a fight that was stellar-cycles in the making. Hotrod had his signature arm blades deployed as he took the fight to Prowl, who made use of his throwing stars and tossed them at his foe. Hotrod rolled side to side knowing the lethality of the stars. He even managed on occasion to bat a few of them out of the air before they reached. Prowl was just as relentless in his attack, continuing to heave stars at Hotrod in the hope that one of them would strike him. So far, not one of them hit the mark.

Hotrod charged at Prowl, arm blades stretched to the side and shouting the whole. Prowl braced himself for the collision, and then Hotrod tackled him. Sparks flew when they collided and hotrod even hoisted Prowl off his feet as he carried him into a wall. The impact left a hole where Prowl was pinned and Hotrod tried to stab him in the shoulder. Prowl blocked the left blades but not the right one which only grazed his right shoulder before he was able to kick Hotrod off of him. Hotrod rolled back while Prowl three a roundhouse kick which Hotrod dodged. Prowl then deployed a pair of blades from his back and they attached to form a duel-bladed staff.

Prowl expertly spun the duel-bladed staff around to put Hotrod on the defensive and then went for the first strike. Hotrod blocked an oncoming attack from the left side and then he blocked another attack from the right side. He ducked below a spin attacked and blocked another one before he eventually found an opening. Hotrod threw a series of slashes from his blades which Prowl managed to block with his staff. Then he struck a glancing blow to Hotrod's leg and tried for an overhead strike which Hotrod blocked.

"I hate you, Hotrod. Do you understand that? I hate you for what you've made the Autobots into, for how weak you've made them," Prowl snarled as he pushed forward on Hotrod. "Even with Optimus alive and fighting, there's no turning back. The Fallen will change everything, make everything right again. And you'll be dead."

Hotrod started pushing back on Prowl and snarled, "Spoken like a true sellout, huh Prowl? Tell me how it to betray your own brothers and sisters just like the Fallen did. I bet it felt good."

Prowl pushed back against Hotrod and harshly replied, "That's what happens in war, kid. In any war, no matter who's fighting, you join the side that's going to win." They broke off and reached a stalemate.

Hotrod then proclaimed in his usual confident manner, "You're right, Prowl. It's just too bad you joined the wrong side."

Then disengaging his arm blade and with reckless abandon, Hotrod sprinted right toward Prowl. Prowl wasn't prepared for what came next. He trusted his staff forward but Hotrod sidestepped it, got in close and drove his fist directly into Prowl's face. The blow shattered Prowl gold visor, exposing his violet optics. Hotrod threw another heavy blow to Prowl face and then target his chassis. He pounded the Autobot traitor as relentlessly and as viciously as his servos would allow and it was at one point that Prowl dropped his staff. Hotrod didn't let up in his assault, nor did he allow Prowl a chance to fight back.

Prowl tried to fight back against the seemingly blind aggression of Hotrod. This was all the pent-up frustrations Hotrod faced when he was leading the Autobots for so long. It was something Prowl wasn't expecting. But then Prowl found an opening and struck Hotrod in his chassis. Hotrod threw a punch which Prowl caught and he started pounding Hotrod in the face and shoulder before throwing him to the ground. Hotrod righted himself and was vertical again and took the fight right back to Prowl.

At the base of the Space Needle, Optimus and Sentinel were carving their way through a whole army of Darkened that were surrounding the base of the tower. More lightening strikes were emanating from the swirling portal in the sky, which meant that the Fallen was on the verge of appearing. One thing at a time, Optimus thought as he sliced a creature that at one time may have been a Cybertronian he never knew. Sentinel carved and blasted a number of creatures in equal measure.

More creatures lurched forward, and Optimus and Sentinel began working in tandem, trading and using each other's weapons against the hordes. Optimus tossed his rifle to Sentinel, who in turn tossed his sword to Optimus. Then as more of the creatures came, Sentinel began shooting them apart with both rifles. It didn't matter whether they were flanking him on each side or right in front of him; Sentinel simply blasted them. At the same time, Optimus used his sword and Sentinel's sword to rip through some of the other Darkened. His fast-paced attacks, comprised of quick thrusts and wide swipes, tore more and more of the creatures to pieces.

Then the two Primes swapped weapons and continued the barrage, this time with Optimus handling the rifles and Sentinel wielding the swords. More and more of the Darkened hordes approached but could even get close to make a difference. But the Primes knew that it wouldn't make a difference if they didn't get to the top of the Space Needle and shut down the portal. The only way to shut it down was to retrieve the Matrix from the Space Bridge device.

"We need to shut down the device before it's too late." Optimus stated while slicing another creature in half.

Sentinel blasted a couple more of the creatures and replied, "You'd best get up to the top of the structure, Optimus. I've got this; go, now!"

After he sliced another creature that got too close, Optimus Prime jumped onto the lower structure of the Space Needle and started the slow climb. Sentinel Prime remained on the ground fighting off the Darkened by himself. Then he suddenly fell to his knees holding his head. Optimus looked back to see Sentinel down and quickly determined it was the Fallen attempting to regain control of Sentinel. His instincts told him to drop down and help Sentinel, but Sentinel waved him away and urged him to keep going. Optimus did continue the climb, and Sentinel continued the fight… against the Darkened and the Fallen.

Back in the middle of the city, Hotrod and Prowl continued their personal clash. They had forgone the use of their weapons long ago and went directly into pounding each other. They were going back and forth with blows to the face, the chassis and limbs but neither could maintain the advantage for more than microsecond. Prowl was the better skilled of the two and he used his extensive abilities to keep Hotrod at bay. But what Hotrod may have lacked in skill, he made for with the pent up anger from his time as leader of the Autobots. He had no reason to hold back, especially against Prowl.

Then, much to Prowl's disbelief, Hotrod was starting to gain some ground; literally. Hotrod lowered his based and hoisted Prowl off his before throwing him to the ground. Prowl fought back on the way down before he was taken to the ground and pinned. Then Hotrod pounded on him relentlessly like a street fighter. Prowl turned the momentum, threw Hotrod to his back and wailed on him before Hotrod turned the momentum back in his favor. They wrestled across the ground before returning to their feet and then continued their all out brawl.

Prowl tackled Hotrod and carried him into a nearby wall, pinning him and pounding him. Hotrod fought back with a head butt, staggering Prowl. Hotrod pummeled Prowl as he was dazed. He held nothing back and completely cut loose, finishing with as hard an uppercut as he could manage. Prowl went down in heap. By that point, both Hotrod and Prowl had taken extensive damage, just like Optimus and Megatron did stellar-cycles ago. But Hotrod decided it was time to end this and deployed his right arm blade. Before he could deliver the final blow, Prowl deployed a throwing star at the last nanosecond and threw it into Hotrod's shoulder. The star sent a jolt of electricity through Hotrod that left him stunned long enough for Prowl to take control.

The traitorous Autobot started beating Hotrod with a vicious barrage of heavy handed blows. Hotrod tried to fight back but the star seemed to be giving off periodic jolts into his system. He couldn't fight back. Nearby still fighting the Darkened with the rest of the Autobots, Kup noticed that Hotrod was in trouble and bolted for him. Elita One noticed Kup rushing away and was about to follow when a Darkened creature got in her way. She, Blur and Jazz took the creature and then rushed to assist Override and Bumblebee.

Prowl continued to bash Hotrod furiously until Hotrod fell to his knees. He tried to pull the star from his shoulder but Prowl reached it and pressed hard, causing Hotrod to scream. "You say I joined the wrong side, Hotrod. I joined the winning side, and now, I'm putting you out of my misery." Prowl then deployed his duel-bladed staff and prepared to land the final blow.

"You'd better make it a good one, Prowl," Hotrod defiantly said, and Prowl reared. Then at the last possible moment that Prowl was about to plunged the blade into Hotrod, Kup stepped in the way and took the blade right through his chassis. "NOOOOO!"

"You're stupid, old timer, Kup," Prowl snarled and threw the fatally wounded Kup to the side. Then turning back to Hotrod, Prowl snapped. "And you're about to join him… punk." Hotrod prepared himself for the end as Prowl reared his duel-bladed staff.

Suddenly, an unexpected voice echoed, "PROWL," Out of nowhere, Prowl turned right around and took a blade right through his own chassis like he'd done to Kup. His attacker wasn't Hotrod; it was an angry and very vengeful Breakaway. They locked optics as Breakaway twisted the blade and he growled, "That… was for Tempest, you lowlife piece of scrap."

Prowl tried to grab for Breakaway but was against stabbed from behind by Hotrod, also twisting his arm blade. "And that… was for Kup."

They pulled their blades free simultaneously and Prowl fell to his knees. He reached for the frontal wound where Breakaway stabbed. Glowing violet fluid flowed from it. Prowl glared at both Hotrod and Breakaway, shocked that he was at this very moment, fading away into non-functionality because of not one, but two young Autobots. Two Autobots that despised him not out of personal views, but because he had taken so much from them. Prowl used his last ounce of strength to reach for Hotrod but he ultimately slumped to the ground. There, his violet optics flickered briefly before fading completely, while Hotrod and Breakaway watched. Giving no further though to the now deceased traitor, Hotrod and Breakaway rushed to Kup. He was lying face down on the ground bleeding energon fluid from his wound.

Hotrod turned Kup around and cradled him in his arms. Breakaway stood over them. "Kup," Hotrod said and lightly shook his old friend. "C'mon, old timer; don't fade on me yet."

Kup seemed to chuckle at the sound of his old nickname from Hotrod. "You're still calling an old timer after all these stellar-cycles, huh, lad?"

"I guess some things never change," Hotrod kindly responded as Kup was weakening. "Kup, stay with me. We're almost through this."

"You did good, lad. You did good. I'm… proud of you." Then as his own blue optics dimmed, Kup faded to ash gray and slipped away in Hotrod's arms. Hotrod and Breakaway could say nothing.

Deeper in the city, the remaining Autobots kept on fighting valiantly against the Darkened, but it still be only a matter of time before they were overwhelmed. Galvatron and his remaining Decepticons quickly engaged the creatures and took a number of them down, giving the Autobots some much needed breathing room. Galvatron looked up at the Space Needle where Optimus appeared to be climbing up its structure. He must've been insane, Galvatron though and he took his optic off his own problem. The Darkened Megatron lurched forward and swarmed all over Galvatron, grabbing his face. Galvatron tried and tried to fight off his Darkened doppelganger and eventually succeeded, but not before the creature ripped off a portion of his face.

Galvatron dropped to the ground holding the left side of his face that was torn up, while the Darkened Megatron loomed over him. Suddenly, Hotrod and Breakaway appeared and blasted the creature. The entire left half of its own face was gone but it still kept coming. Hotrod and Breakaway, and even Scourge and Cyclonus joining them, all fired at the creature until, at last, it fell. They had no time to celebrate before Scourge himself was suddenly skewered apart and eliminated… by a Darkened Tempest.

Breakaway saw the abomination that was once his former mate and he hesitated to pull the trigger on his gun. The creature lurched forward and that was when Breakaway saw something in its cold, dead optics… pain and hurt. If this thing could speak, and if there was any semblance left of Tempest, she'd seemingly be asking Breakaway to finish her off. Though he was still hesitant, Breakaway pulled the trigger and blew the creature's head clean off.

"I'm so sorry, Tempest." he mused.

Meanwhile Optimus Prime continued his climb to the top of the Space Needle and was nearly there. Below him, Sentinel Prime was climbing up after him, either to cover Optimus or just to get away from the overwhelming number of Darkened that were trying to get to him. Eventually, Optimus reached the top of the structure and found the Space Bridge device still operating. He could see the Matrix at its core seemingly levitated by some kind of field. Sentinel climbed up behind Optimus and examined the machine as well.

"We must figure out a way to shut this device down. Suggestions, Sentinel?" Optimus said.

"The only way to shut it down is to remove the Matrix, but that will cause a blowback effect," Sentinel stated. "It'll reverse the polarity of the device, and that portal will become almost like a gravitational singularity. Anything or anyone caught in its gravity well will be sucked through the portal, right into dark space where the Fallen is waiting."

The Primes looked up toward the portal and could see the giant violet eyes looking down on them; the Fallen was coming. "There's no other option," Optimus Prime said. "If the safety of the Earth means my sacrifice once more, then so be it."

"Optimus, that's suicide," Sentinel exclaimed. "There's no possible way you'll survive."

"If that is what will take to ensure the survival of this planet, then I'll do what I must." Optimus stated, but it was right at that moment that Sentinel fell to his knees again.

When Optimus went to check on Sentinel, he suddenly felt his hand grouping his neck. Sentinel optics were glowing violet once again. _**"You will not stop me, Optimus Prime," **_said the voice of the Fallen. Then Sentinel lifted Optimus off his feet and dangled him over the edge of the saucer. _**"Everything and everyone you've ever known and loved will be wiped out because you, like the rest of the Primes, like even Sentinel Prime, were weak. Now Optimus Prime; proceed… on your way to OBLIVION!"**_

The Fallen then willed, or forced Sentinel to deploy his rifle and aim the barrel right at Optimus Prime's face. At close range, not even Optimus Prime would survive the blast. Optimus glared at Sentinel but knew he was really glaring at the Fallen. Then at the very last possible moment, Sentinel tossed Optimus over the side of the side of the saucer. Optimus barely managed to grasp the edge, while Sentinel rounded around and blasted the device. The shot jarred the Matrix loose and sent flying, and then Sentinel shot the device a second and third time.

As Sentinel had determined, the Space Bridge device blew back on itself and the portal steadily transformed into a sort of gravitational singularity. The sudden force of gravity began pulling pieces of the saucer into the portal, while Optimus and Sentinel now were holding onto the edge. They were holding on for dear life as the singularity slowly intensified. Anything within the gravity well, as Sentinel surmised, was being pulled into now unstable portal. That included several of the Darkened creatures. Sentinel lost his grip on the saucer's edge but Optimus managed to grab him before he was pulled into the singularity.

"Hang on, Sentinel!" Optimus shouted.

Sentinel looked at Optimus and felt him tightening his grip on him. "I have to do this, Optimus. The singularity will expand over time and rip this planet to shreds. I can stop it, but only from the other side. It's the only way."

Optimus felt his grip weakening on the edge as well as on Sentinel. The singularity was strengthening. "No, it's not the only way."

"It is, and you and I both know that only one Prime can exist to lead all Cybertronians. My only regret is that I wasn't a better Prime," Sentinel then release his own grip on Optimus, and his hand began to slip through. "At least I had the chance to fight alongside a true Prime like you, who saved me from myself."

"Sentinel," Optimus pleaded. "Please, don't do this. Sentinel…"

With a smile, Sentinel said, "Goodbye, Optimus Prime, and thank you."

Finally, Sentinel Prime slipped through Optimus Prime's grip and allowed himself to be pulled into the singularity. The now unstable device was soon after pulled up with Sentinel toward the portal. As he was being pulled toward the portal, Sentinel deployed his rifle for the final time and pressed on a pair of switches. A gauge appeared on the casing, rising to full power. Then as he held the rifle close, Sentinel disappeared into the portal with the device following closely. It was then, on the other side of the portal that Sentinel Prime was face to face with the Fallen. He was massive and dark and his violet optics, not eyes but optics, glared down at Sentinel.

"**You are mine…" **the Fallen was suddenly engulfed in flame as he finished, **"…forever, Sentinel Prime."**

As he got closer to the Fallen, Sentinel Prime declared, "I will no longer serve you, Fallen. This is the end… for both of us." His rifle was beeping rapidly and then it changed to a constant sound.

The Fallen realized too late. **"NO!"**

* * *

Optimus Prime could only barely see a flash beyond the event horizon of portal. It was so bright, so blinding that looking at it constantly would've shorted out his optics. Optimus to cover up and in doing so, he lost his grip on the edge of the saucer. The flash of light beyond the portal expanded while at the same time, the portal itself shrunk rapidly. Optimus was only in the air for a brief moment before falling back down to the saucer with a thud. He looked up at the portal as it was closing.

Around the city, the Darkened that were swarming around the Autobots and Decepticons suddenly collapsed to the ground. One by one at first, then in groups, they all fell to the ground in heaps. None of the surviving Transformers were even the least sure as to why until Ultra Magnus and Elita One noticed the portal closing above the Space Needle. Cyclonus and a severely wounded Galvatron, along with the fully accounted for Combaticons, also noticed the portal closing.

The human allies of the Autobots, having earlier taken shelter earlier, emerged out of a half-destroyed library. Spike and Carly emerged first followed by Daniel and Verity. They were joined by Wheeljack and Rattletrap. Some blocks away, Marissa and Major Lennox emerged with the other human survivors including the girl, Mikaela and Sgt. Simmons. Further away, Hotrod was still laying down the deceased body of Kup with Breakaway standing beside him. They noticed a slight gleaming object nearby. Hotrod approached it and saw that was the Matrix, surprisingly undamaged.

As he picked it up from the rubble, Hotrod could feel its power coursing through him. It was as if he was becoming Rodimus Prime. He instinctively wanted to drop the Matrix but he didn't. Instead a question haunted Hotrod; how did the Matrix end up so far into the city? The he received his answer. Standing atop of the Space Needle, no worse for the wear but standing nevertheless was Optimus Prime.

* * *

Author's note: I'm stopping right there, but that does in fact conclude the five-part Return of Optimus Prime event. It's official; the Fallen has been defeated at the cost of Sentinel Prime, who made the ultimate sacrifice and redeemed himself in the process.

Prowl has also been killed by Breakaway and Hotrod, but the battle still came at a cost; Kup and Scourge are dead. Also, the part of Galvatron having half his face torn off was a reference to _Revenge of the Fallen, _for those keeping track.

There's still one more chapter and the epilogue to go, followed by the CAST chapter, so stay tuned.


	32. Farewell Forever & Epilogue

Disclaimer: The final chapter and epilogue is here, so read on and get ready to say your goodbyes. Enjoy.

Again, no ownership here!

* * *

Chapter XXXII

As the fires burned and the pillars of smoke rose up to the sky, there was an eerie calm in the city of Seattle. The city was only recently the sight of a battle not between the Autobots and Decepticons, but between the Transformers as a whole and the Darkened creatures of the Fallen. Now, the creatures were disabled, seemingly dead for good. The day appeared to be won for the Transformers, but the cost was high. Many Transformers, Autobot and Decepticon alike, lost their lives in the battle of all time. Among the Autobot casualties were Kup, Sandstorm and Chromedome. The Decepticons had their share of losses, including Scourge, Mindwipe, Sixshot, Misfire and Slugslinger. Soundwave and Barricade were also killed in the crash of the _Revenge_.

Hotrod took into account the losses of Springer, Tempest and four of the Aerialbots, those deaths occurring before the great battle in Seattle. The loss of Kup, Hotrod's mentor and friend, hit him possibly the hardest as he gazed the ash grayed body of his lost comrade. Kup sacrificed himself to save Hotrod from being killed by the traitor Prowl, who was in turn killed by Hotrod and a vengeful Breakaway. Breakaway was standing over the broken husk that used to be Prowl. His wasn't a look of sorrow but one of contempt. If he could bring Prowl back online, it would be to kill him all over again. But that would make him no better the traitor or any Decepticon he'd faced.

But there was a moment, here and now, to rejoice. A Peterbilt semi-truck approached from the Space Needle and transformed in front of the surviving Autobots. Hotrod was front and center holding the Matrix of Leadership as the semi became Optimus Prime. He walked to his allies, having seen heavy combat like they had, but his smile at them relieved that they survived. Elita One pushed passed Hotrod and rushed to Optimus. If Cybertronians were capable of shedding tears, Elita would be. She literally tossed herself in the arms of her former Spark mate. Optimus held his ground easily as he and Elita embraced each other.

The Autobots gathered around Hotrod. They said nothing; just watched the reunion of Optimus and Elita. Elita eventually pulled away and whispered, "I thought I'd lost you, Optimus." She felt Optimus rub his thumb down the side of her face.

"I thought I'd lost you, Elita," Optimus replied. "Before my own passing, I never stopped searching for you." To this, Elita smiled and embraced Optimus once more.

Among the Autobots, Rattletrap leaned on Override and quipped, "Eh, you can't have a happy ending without the mushy stuff." Then Override took a side step and Rattletrap fell flat on his face.

Then, the remaining Decepticons approached the Autobots. Cyclonus was helping the wounded Galvatron with the Combaticons flanking them. The Autobots instinctively readied themselves for a possible skirmish. The Combaticons did the same thing, even huddling together in the event that they needed to combine. Optimus however stepped forward between the groups. Galvatron also stepped forward, refusing any help from Cyclonus. They were face to face. Optimus could see the extent of the damaged that Galvatron suffered to his face. It wouldn't be prudent for Galvatron to continue the hostilities; and Galvatron knew that.

Hotrod stepped forward, flanking Optimus Prime's right side, while Elita One and Ultra Magnus flanked his left side. Cyclonus flanked Galvatron but Galvatron waved him back. "Never in my wildest imagination did I ever think I'd say this; It's… good to have you back, Optimus Prime."

Hotrod, ever impetuous, stepped forward and declared, "If you're even considering taking another shot at Optimus, Galvatron, you might want to reconsider."

"I already have, boy," Galvatron claimed. "I think it's about time we ended the hostilities here and now."

Optimus was more than a little skeptical in Galvatron's sudden change of Spark. "Why should any of us believe this change in you, Galvatron?"

"Granted, I'm the last one you'd expect to call for a truce, Optimus. But frankly…" Galvatron paused and looked around at the devastation around the city. "…frankly, I'm just tired of all the fighting. I'm tired of all the senseless slaughter of our race. Take my word as you will, Optimus Prime. I don't care anymore."

Optimus Prime took one step forward and said to Galvatron, "I will accept your call for a truce, Galvatron, if only because I know you too well."

Galvatron chuckled lightly at the rather vague reference to his former identity. "That you do, Optimus," he said before extending his hand. Optimus cautiously accepted it and Galvatron declared, "The war is over, Optimus Prime. You've earned my respect."

Optimus Prime nodded as Galvatron waved his battle-exhausted troops away. The Combaticons were the first to depart, assuming their alternate forms one by one and leaving. Onslaught was the last to leave and this left Cyclonus and Galvatron. Cyclonus glared at the Autobots before he also assumed alt form and took off into the sky. Galvatron was the last one, but he remained for a long time. His Spark; it was telling him to fight the Optimus Prime right at that very moment. His body said otherwise; it was fatigued beyond measure. Fighting Optimus now guaranteed his own undoing, and Galvatron was far from stupid. Instead, Galvatron deployed his sword and drove the blade into the ground. Optimus Prime took this as a further sign of respect from Galvatron, who assumed alt form and disappeared into the sky.

Watching from the rubble that used to be the department store, Marissa and Lennox sat down on the ground to catch their breath. "You know, Marissa," Lennox said. "I think after all this; I'm long overdue for some shore leave."

"That makes two of us, Will," Marissa replied. They then locked eyes and Marissa, maybe against her own judgment, pressed her lips to his. Lennox didn't even try to fight it before Marissa pulled away. "What?"

"I didn't see that coming, Marissa." Lennox said.

"And you're complaining?" Marissa exclaimed with a sly smile.

Lennox smiled back and said, "No ma'am." Then he kissed Marissa.

"That's typical," Stratosphere said to his fellow Wreckers. "We do all the heavy lifting and he gets the girl."

Optimus Prime observed the sight when a human voice called, "Optimus Prime…" Optimus saw Gregory Swafford standing below him holding his arm. "I don't suppose you'd remember me; I was the one who brought you back to Earth."

"I remember you, Dr. Swafford."

Gregory felt like he was on the verge of eating his words, which he was. "I owe you an apology, Optimus. I let my own hatreds of your race cloud my better judgment. But you saved my life today. I don't know how or when, but I'll find a way to repay you."

Optimus Prime nodded to Gregory in thanks when he was then approached by Hotrod, who was holding the Matrix in his hands. Hotrod was still feeling that surge of power from the Matrix, but it was in the most recent of events that he made a decision. The decision was that he didn't want to lead anymore; he didn't want to be Rodimus Prime anymore. It was then that Optimus looked to Hotrod and the Matrix he was holding. Hotrod flashed back to that day when Optimus had passed the Matrix to Ultra Magnus before he died, only for Hotrod to be the one to light the Transformer's darkest hour. He heard Optimus speak to him as he became a Prime. But that was now in the past, and Hotrod knew now what he had to do.

"I've uh, been keeping it warm for you, Optimus," he said as he started to hand the relic over to Optimus. Optimus was somewhat reluctant at first but eventually, he took the Matrix. Hotrod looked away seemingly disappointed. "I let you down, Optimus. I'm not ready to be a leader. I probably never will be."

Optimus smiled at Hotrod and placed his hand on the young Autobot's shoulder. "I believe that you are more ready than you know, Hotrod. You've done well as leader of the Autobots in my absence."

"Maybe, but I've still got a lot to learn before I'm ever the leader you are." Hotrod stated.

"Perhaps you do, Hotrod, but I think the events of today have made all of us a little wiser." Optimus Prime said reassuringly, and Hotrod felt like himself again; just a little wiser.

A short distance away, Daniel and Verity were sitting on a damaged car with Spike and Carly nearby helping the survivors. "I didn't know your like was this… exhausting."

"It usually isn't," Daniel chuckled. "You'll probably get used to it after a while."

Verity sighed and rested her head on Daniel's shoulder. "I can't wait..." she said as she and Daniel held hands.

The Autobots gathered around Optimus, Hotrod and Elita as they were looking up toward the sky. The portal was completely dissipated from view above the Space Needle. Light clouds were swirling in the space where the portal had been formed. Then as the clouds faded away, the clear blue sky was shown. There was a hush among the Autobots as they all collectively wonder one thing; where to go now from this moment on. Optimus Prime placed the Matrix into his chassis. The familiar blue hue shined out from within and Optimus felt the collective wisdom of the Primes flowing through him again.

With that, Optimus Prime turned to his brethren and declared, "Autobots; transform and roll out."

* * *

_Epilogue_

_In any war, no matter how brief or extensive, trivial or personal, there will always be the need for great sacrifice. This is a reality that is acknowledged by even the greatest of warriors, be they either living or dead. I myself once acknowledged the need to make the ultimate sacrifice for the continued safety of the world I've long since come to call home. There will also always be moments when warriors are corrupted by the horrors of war and compelled to betray those they've swore to protect. But with those moments of betrayal and corruption, there will also come moments of redemption. Sentinel Prime was one such example, for despite his actions and his service to the Fallen, he would ultimately redeem himself. It is by my word that his sacrifice will never be forgotten._

_Soon after the battle to save Earth, the recovery and rebuilding begins. The Autobots and their human allies work together as one to repair the damage down in the battle against the Fallen and his minions. The human Gregory has appeared to find closure alongside his fellow human Jessica Morgan and. She introduces herself to me for the first time, and I show her my gratitude for saving my life. Our most ardent human allies, Spike, Carly and Daniel, take the time to visit the grave of Sparkplug. They have been joined by Chip, Verity, Marissa and William. Sparkplug is another of our bravest whose memory will forever be honored. Hotrod has also found peace, no longer burdened by the pressures of leadership. I am confident that when the time comes, he will truly be ready to lead all Cybertronians._

_Some time later in the quiet, hallowed halls of Autobot City, I stand at the memorial wall. Behind me stand several of my fellow Autobots, including Hotrod, Arcee, Elita One, Breakaway, Silverbolt and Ultra Magnus. The humans are also present, including Chip, Jessica and Gregory. Daniel and Verity also stand side by side with each other holding hands with Spike and Carly standing with them. The memorial has been updated and now includes the names of Kup, Springer, Tempest, Sandstorm, Chromedome, Metroplex and the four Aerialbots and so many more._

**IN MEMORY OF THE FEW**  
**WHO SACRIFICED FOR THE MANY**

**SENTINEL PRIME**

**AIR RAID _ BEACHCOMBER**  
**BLADES _ BLUESTREAK  
CHROMIA _ CHROMEDOME**  
**DEFENSOR _ FIREFLIGHT**  
**FIRESTAR _ FIRST AID**  
**GRAPPLE _ HOIST**  
**HOTSPOT_ HUFFER**  
**INFERNO _ IRONHIDE**  
**KUP _ METROPLEX**  
**MIRAGE _ MOONRACER**  
**OMEGA SUPREME _ RATCHET**  
**RED ALERT _ SANDSTORM**  
**SEASPRAY _ SKIDS**  
**SKY DIVE _SLINGSHOT**  
**SMOKESCREEN _ SPRINGER**  
**STREETWISE _ TAILGATE**  
**TRACKS _ TEMPEST**  
**TRAILBREAKER _ WARPATH**  
**WHEELIE _ WINDCHARGER**

_I step forward holding a plaque with a name on it and I state, "They lived and fought as warriors and allies, and they died as friends and as heroes; as brothers," I place the plaque on the wall and declare, "Let their Sparks join the Matrix; the greatest of Cybertron." _

_I then step back from the wall and the name placed there reads the name of Sentinel Prime. Hotrod then step forward beside me and adds, "Let his tale be told to those to who ask. Let it be told truthfully; the ill deeds as well as the good and let he be judged accordingly. The rest… is silence." I couldn't agree more._

_It will take time, but everything that has been destroyed by the Fallen will be made whole once more. And perhaps, the human and the Cybertronian races may yet have an even greater future on which to look forward; a future paid for by the sacrifices of those who fought and died alongside us. Though we can never bring back those brave heroes, their memories will be forever honored as we look to that future; a future that many will never see._

_I am Optimus Prime, leader of all Cybertronians, Autobot and Decepticon alike, and an ally to all of humanity and I send this message; though many challenges lie ahead of us, we will face them together. We will secure a future of peace and justice, and we will honor those who die to give us that future._

_Til all are one._

* * *

_Somewhere in deep space, a lone figure floats lifelessly. Its body appears to have been very severely damaged, mostly charred beyond recognition. There are still some faint hints of steel, but nothing to suggest if the figure is even alive. A set of eyes flicker to life and fade back out. Then they flicker again and stay alight. The figure float on alone through deep space._

_It whispers weakly, "I… still… function."_

* * *

Author's note: At last, it's finally finished. The story is over and the trilogy is over. I took a bit of inspiration for the epilogue from the ending, well, one of the endings, of Mass Effect 3. It sort of works here, I think. Also as I probably stated earlier in the story, the memorial wall was also inspired by the wall in Mass Effect 3. Make of that in whatever way you want.

Galvatron declaring that Optimus earned his respect is a nice little nod to the original series which pretty much brought Season 3 to a close. Anyway, that's it for this final, relatively short chapter. The CAST is coming right up so stay tuned.


	33. VOICE CAST

Disclaimer: Now that the action and drama of this story has concluded, allow me to provide the CAST chapters.

No ownership here.

**VOICE CAST**

_(Water was running, children were running, you were running out of time)_

**PETER CULLEN  
Optimus Prime  
Ironhide**

_(Under the mountain, the golden fountain, were you praying at the Laras shrine?)_

**SAM WITWER  
Rodimus Prime/Hotrod**

_(But ooh oh your City lies in Dust, my friend)_

**LIAM NEESON  
Sentinel Prime**

_(We found you hiding, we found you lying, choking on the dirt and sand)_

**BRUCE GREENWOOD  
Ultra Magnus**

_(Your former glories and all your stories, dragged and washed by eager hands)_

**ZOE SALDANA  
Arcee**

_(But ooh oh, your City lies in Dust, my friend)_

**JENNIFER HALE  
Elita One**

_(Ooh oh, your City lies in Dust, my friend)_

**MICHAEL HOGAN  
Kup**

_(Your City lies in Dust, my friend, ooh oh, your City lies in Dust)_

**NOLAN NORTH  
Springer**

_(Hot and burning in your nostrils, pouring out you gaping mouth) _

**ADAM LAZARRE-WHITE  
Jazz**

_(Your molten bodies blanket in cinder, caught in the throes…)_

**JOHN MOSCHITTA JR.  
Blur**

_(Your City lies in Dust)_

**CHARLIE ADLER  
Silverbolt**

_(Love to hate repeating my mistakes, no there's no one left to listen, no one left to listen)_

**JOSH KEATON  
Breakaway**

_(Take a chance and fuck the consequence, now there's no one left to listen, no one left to listen)_

**GREY DeLISLE  
Tempest**

_(Right now we're taking control)_

**CHRISTOPHER MELONI  
Prowl**

_(Tired of waiting, tired of waiting for Something New)_

**JAMES AVERY  
Sky Lynx**

_(Right now we're taking control)_

**MICHAEL BEATTIE  
Wheeljack**

_(Tired of waiting, tired of waiting for Something New)  
_**  
TROY BAKER  
Metroplex  
Drift**

_(Something New, Something New, Something New)_

**MARK RYAN  
Stratosphere**

_(Cause it's never enough to know the truth)_

**SUMALEE MONTANO  
Roulette**

_(When you lost all you know, there's nothing to lose)_

**KEVIN MICHAEL RICHARDSON  
Bulkhead**

_(Right now we're taking control)_

**PAULINE NEWSTONE  
Airazor**

_(Tired of waiting, tired waiting for Something New)_

**DAVID SOBOLOV  
Depth Charge**

_(Right now we're taking control)_

**SCOTT McNEIL  
Rattletrap**

_(Tired of waiting, tired of waiting for Something New)_

**JAMES ARNOLD TAYLOR  
Brainstorm**

_(Something New, Something New, Something New)_

**NICOLE OLIVER  
Override**

_(In The End, as my souls laid rest what is left of my body)_

**JAMES HORAN  
Chromedome**

_(Or am I just… a shell?)_

**TRAVIS WILLINGHAM  
Cerebros  
Sandstorm**

_(I have fought, and with flesh and blood I commanded an army)_

**CLANCY BROWN  
The Fallen**

_(Through it all… I have given my heart for a moment of glory {I gave it all})_

**KIEFER SUTHERLAND  
Galvatron**

_(In The End as we fade into the night, who will tell the story of your life)_

**FRANK WELKER  
Megatron  
Soundwave**

_(And who will remember your last goodbye)_

**KEITH DAVID  
Cyclonus**

_('Cause it the end and I'm not afraid, I'm not afraid to die)_

**MALCOLM McDOWELL  
Scourge**

_(I'm not afraid, I'm not afraid to die…)_

**DAVID KAYE  
Mindwipe**

_(In The End as we fade into the night, who will tell the story of your life)_

**THOMAS F. WILSON  
Slugslinger**

_(And who will remember your last goodbye)_

**SAM REIGEL  
Misfire**

_('Cause it's the end and I'm not afraid, I'm not afraid to die)_

**CRISPEN FREEMAN  
Barricade**

_(I'm not afraid, I'm not afraid to die)_

**JAMIESON PRICE  
Onslaught  
Brawl**

_(You've got The Touch, you've got the power)_

**STEVEN BLUM  
Starscream  
Swindle**

_(Yeah!)_

**TONY TODD  
Makeshift**

_(After all is said and done, you never walk, you never run. You're a winner.)_

**DAVE BOAT  
Vortex  
Runabout**

_(You've got the moves, you know the street. Break the rules, take the heat, you're nobody's fool)_

**KIETH SILVERSTEIN  
Blast Off  
Runamuck**

_(You're at your best when the goin' gets rough, you've been put to the test but it's never enough)_

**RON PERLMAN  
Sixshot**

_(You've got The Touch, you've got the power)_

**CHRISTOPHER DANIEL BARNES  
Spike Witwicky**

_(When all hell's breakin' loose, you'd be right in the eye of the storm)_

**LACEY CHABERT  
Carly Witwicky**

_(You've got the heart, you've got the motion)_

**JOSH HUTCHERSON  
Daniel Witwicky**

_(You know that when things get to tough, you've got The Touch)_

**YVONNE STROHOVSKI  
Marissa Fairborne**

_(You fightin' fire with fire)_

**JOSH DUMAHEL  
William Lennox**

_(You know you've got The Touch)_

**NEIL PATRICK HARRIS  
Chip Chase**

_(You're at your best when the road gets rough, you've been put to the test but it's never enough)_

**JANSEN ACKLES  
Gregory Swafford**

_(You've got The Touch)_

**COBIE SMULDERS  
Jessica Morgan**

_(You've got the power)_

**ALISON SCAGLIOTTI  
Verity Carlo**

_(Yeah!)_

**LUCY LAWLESS  
Stella Holley/Pretender**

.

.

.

.

.

.

.

.

.

* * *

**Songs**

**Cities In Dust  
performed by The Everlove**

**Something New  
performed by Rev Theory**

**In The End  
performed by Black Veil Brides**

**The Touch  
performed by Stan Bush**

**TRANSFORMERS: RETURN OF THE PRIMES**

* * *

_((In the cold vastness of space, a single shimmering object floats seemingly aimlessly across the stars. It is not a star nor is it a rogue planet. It is the Spark of a nefarious Cybertronian who only resently was destroyed by the Fallen. It flashes angrily as it drifts along and shouts in a familiar, raspy voice._

"_So close; I was SO CLOSE. Galvatron, Optimus Prime… Fallen; all of you. This isn't over, do you understand me? I'll be back if it takes until the end of time. Then in the blink of an optic, the Spark of Starscream is suddenly being pulled into some kind of wormhole. The Spark angrily bellows "YOU HAVEN'T SEEN THE LAST OF STARSCREAM." Then it vanishes into the wormhole which then closes. There is then only silence.))_

* * *

Author's note: That's it; we're done, finished, over and out. The Transformers Trilogy is completed.

It was one hell of a ride, wasn't it? I want to send a big shout-out to Megagalvatron12, Z-King, FanFactor1996 and Fanatic97, along with anyone else I missed, for your unwavering support. Thank you so much for accompanying me and the Autobots on this One-of-A-Kind journey.

This is KiloWhiskeyOscar signing off. Til All Are One!


End file.
